United Heroes: Spider-Man and Sonic the Hedgehog- Fate of Two Worlds
by KingFrancisX
Summary: The first story in the United Heroes series. On Earth a mysterious Pulse happened, which created this new material called ISO-8. Doctor Octopus uses the ones he found to power up his Dimensional transporter, where he comes across Dr. Eggman and the two work together to conquer both worlds. Now Spider-Man and Sonic must team up to save both of their worlds from the two evil Doctors.
1. Overview

**Spider-Man and Sonic the Hedgehog: Fate of Two Worlds Overview**

Hello new readers, or if you're coming from the Sonic/RWBY crossover I just did, welcome to the official start of the United Heroes series, a crossover between the Spider-Man, Sonic the Hedgehog, and RWBY. For a while now, I've always imagined what a crossover between these three franchises would be, and today I plan to make that a reality.

The first story in this series is the one you are about to read, Spider-Man and Sonic the Hedgehog: Fate of Two Worlds. The Spider-Man and the Marvel Universe in these series take a lot of elements from the comics, movies, and TV shows. Spider-Man's origins and history would take some elements from the 616 universe (Ex. The Night Gwen Stacy died), the Ultimate universe (both comics and TV show), and the Spectacular Spider-Man TV show. Peter Parker will be 17 years old and is a junior in high school for the majority of this series. Peter will also be considered the main character for this series as he is the one that appears in all these crossovers and will be the one to get a lot of focus and development.

In Sonic's case, this series takes place in the games universe, with this story specifically taking place a few months after the events of Shadow the Hedgehog (and Sonic 06, but that game doesn't really exist anymore). Don't expect any characters from the Archie Comics except maybe a reference in dialogue or something.

This story is like 13 chapters long, with a prologue and an epilogue too. I will take a lot of elements from Sonic Rush since that game involves dimensions and such. And also the Marvel vs. Capcom games have also happened in this Marvel Universe, so expect some references to those as well.

I will also write an opening and ending like if it's an anime. I will even place some musical tracks (mainly from Sonic Rush) to help make reading the chapter even more engrossing.

Anyways I hope you guys look forward to this story and my future stories in this series (Read my profile if you want to know what else I have planned.)


	2. Prologue

_Prologue_

 **Unknown Location**

In a huge castle, there are two people inside. One is hiding in the shadows while the other is a tall man with a big head, wearing a blue cloak on his back. That man is called Uatu, The Watcher of Earth, and it would seem he is about to talk to the guy in the shadows.

"I am Uatu, the Watcher." He started to speak. "I have been charged in observing your world since before humanity reigned as the dominant species. And just recently your world has experienced an event that have changed EVERYTHING!"

He then shows the mysterious figure in the shadows a hologram of the past. "A few months ago, a mysterious pulse from space has been spread throughout the Earth, affecting all the technology and leaving strange energy signatures. These energy signatures came from this." He then shows a hologram of a rare and powerful rock. "Because of this, the heroes and villains of this world were fighting for control of this new material. This rock has the power to change everything, even affecting those from multiple dimensions. And one of the first to discover this power is…"

* * *

 **A few months ago at New York City**

It was a peaceful night for the citizens of New York. No major crime happening, no aliens invading, and no guy trying to eat the planet. It was all nice and peaceful until suddenly all the big TVs, the phones, and even the watches are all going haywire. Suddenly, it was raining rock all over the world, crashing into buildings, rivers, and even mail boxes. The police arrive to help when they notice this mysterious rock. One of them touches it and starts to feel a strange energy before immediately dropping it to the ground.

Somewhere else, at a warehouse far from all the major commotion, is a man who so happens to be bombarded by all these rocks. A few are shaped like crystals, while many of them are shaped like shards. The man reaches out to one of the crystals and feels a strange energy coming from them.

"Hmmm. This might work." The man says as he puts one of the crystals in a small machine. "Now, let's hope this would do the trick. Since I am a wanted man from S.H.I.E.L.D., I don't want to do anything that would get their attention. That is why I am hiding here, not out there trying to rob any major companies." He then fires up the machine, and in an instant, a portal opens up.

* * *

 **Mobius**

 **BGM-Shadow the Hedgehog-E.G.G.M.A.N. Remix**

In an unknown location, there is a base that is surrounded by robots, some that look like animals and some that look like…eggs. Inside the base is an egg-shaped man with glasses, a red jacket, white gloves, and black boots. Right now he is sitting next to his computer, wondering what to do next. "Oh, what should I do now?" He asked himself. "Ever since those Black Arms invaded the world, I haven't been able to come up with any new plan lately. Now what should I do?"

Just as he said that, a portal open up next to him, which makes him jump. "Wh-Wh-What is going on here?! He then sees a man from the other side of the portal, "Who are you?!" The egg-shaped man asked him. The man starts to introduce himself, "I am the renowned scientist, Doctor Otto Octavius. And who might you be, good sir?" It was then the egg-shaped person to introduce himself, "My name is Dr. Ivo Robotnik, but my enemies call me Dr. Eggman."

"Oh, so you too have enemies that call you a ridiculous name?" Octavius asked Eggman.

"Enough of this! Where are you, and why did you create a portal in my headquarters?!" Eggman shouted at him.

Octavius remained calmed from his sudden outburst, "I am from Earth, in a city called New York."

Eggman scratched his head, "Earth? Never heard of that place before. Are you sure you're not from Mobius or are you…"

"…from another dimension? Yes, I am."

Eggman got out from his seat and started walking towards the portal, "So you are from another dimension, eh? This isn't the first time I have to deal with this. Why did you decide to create a dimensional transporter?" He asked Octavius.

"I was hoping to find someone as smart as me to help out in taking care of my enemies. And since I'm low on options from where I am, I've decided to look for someone far from my world."

"How were you able to create this transporter?"

"With this." Octavius then brings out one of the crystals from the floor.

"What is it?" Eggman asked him while admiring the crystal in Octavius's hand.

"I do not know myself since it just recently came from the sky here. But I did feel an immense energy when I grabbed one of them."

Eggman thinks for a moment until he smiles, "I believe I was a bit rude before and I would like to apologize for my behavior, Dr. Octavius. It's just things have been slow here recently, you know like my plans falling apart thanks to a teenage blue rat I hate so much!"

Octavius smiles, "I see you also have to deal with a teenage hero every so often that likes to foil your plans. Although in my case, it's a kid dress in a spider costume."

"Before I told you that my enemies call me Eggman, what do they insult you with." He asked Octavius.

Just then under his coat, Octavius reveals his four mechanical arms, "They call me Octopus, Dr. Octopus."

Eggman then shows his huge smile, "Well then, Dr. Octopus. Would you like to come to my dimension to study this new material you've found, while also thinking of ways to use them to destroy our enemies?"

It was then Ock's turn to smile, "It would be my pleasure, Dr. Eggman. Once we learn more about these rocks, we can use them to conquer both our worlds. And the heroes won't know what will hit them."

"Heh heh. I agree." They then both shakes hands through the portal, now forming a partnership that could mean the end for both worlds.

* * *

 **KFX here: As you know, this is the prologue to the story. I will have chapter one done hopefully in the next day or so, along with the opening/ending. I will even write previews for each chapters, similar in the likes of Dragon Ball Z next episode previews. Anyways I hope you guys look forward to the rest of this story, because we've only just begun.**


	3. Opening and Ending

_Opening_

As the camera pans down to a peaceful New York City, you see people walking around, minding their own business. Then all of a sudden, they see a giant robot with octopus tentacles appearing from some sort of vortex. As it descends, the robot brings out its weapons and starts to destroy everything in the city. Then the title card appears:

 **Spider-Man and Sonic the Hedgehog: Fate of Two Worlds**

The people of New York start to run for their lives. The buildings start to collapse and the ground starts to shake up. Flashes of a web and red shoes starts appearing, along with flashes of an army of octopus robots attacking another city. After another set of small flashes a countdown is heard, "10, 9…" and then the giant robot finally lands on the ground, with its eyes glowing red.

Another flash starts to appear, now showing a kid in a spider costume web swinging and a blue, running hedgehog. Another flash shows a giant aircraft taking off to the sky, another showing a base under siege, and another showing that same aircraft flying over to the streets of Manhattan.

 **BGM- Sonic Adventure- Open Your Heart**

As the two figures start heading towards the center of destruction, you see two people flying from shattered glass from a building: one is a two-tailed fox and the other is a man in red and gold armor. As the aircraft starts to hover over Manhattan, you see an old lady looking at it shocked. As the aircraft heads towards the fight, you will even more people helping out the civilians: a giant, green man, a red looking animal with white gloves with pointed spiked knuckles, a guy with a red, white, and blue shield, a black hedgehog, a man with a hammer, a humanoid bat, and a robot with a lot of weapons. And on top of the flying aircraft is an African American man, wearing an eyepatch while his men are dropping down to stop the fight.

As the two figures from before are getting closer to the robot, they look at each other with a smile (even though one of them is wearing a mask). The robot then stops its rampage as it sees them in front of it. Those two figures are called Spider-Man and Sonic the Hedgehog, as they get in fighting stance to face off against the gigantic threat.

* * *

 _Ending_

 **BGM- Bleach Ending 15- Orange**

As Sonic and Peter are walking down the nightly streets of Station Square, they start to talk to each other. While they talk and laugh, images of their previous adventures start to appear: one image shows the time Peter got his powers and stopped crooks, while one image shows the time Sonic was fighting Eggman at Green Hill. They continued to walk until they decided to sit on some grass on a beach. They then look up at the moon, which is actually blown up in half. The two have another quick laugh as they fist pump each other before laying down on the comfortable grass, gazing at the stars.

* * *

 **KFX here: Hope you guys like these openings and endings. I already have other plans on what other openings I should use for future stories. If you have any idea what opening I should use, just PM or leave a review. Anyways, let's move on to Chapter 1.**


	4. Act 1: A New Adventure Begins

_Act 1: A New Adventure Begins_

It's the month of January on Earth. Snow is still falling, the streets of New York are still feeling that Christmas spirit, and robbers are still trying to get their late Christmas present, only to be arrested by the police. It has been two weeks since that mysterious Pulse has affected the planet. Billions of those mysterious rocks have been scattered all across the world, with every bad guy trying to get their grubby hands on them. Lucky, there are heroes who are there to take care of these bad guys: people like the Avengers, the Fantastic Four, and the X-Men. Even the top military force, S.H.I.E.L.D, are working hard to stop these bad guys and retrieve the rocks from their custody. But there is one hero who would soon find himself in a handful of adventures, the kind that could determine the fate of the entire world, maybe two, or three, or all of them. And that hero is known as…

 **Forest Hills, Queens NY**

' _Peter…_ ' A voice calls out to. ' _Peter…_ '

"Uh…what?" The kid says in his sleep.

 _'_ _Peter…You will be important in the coming battles…'_

"Important…?"

' _Peter…_ Peter!" Another voice calls out to him, now coming from downstairs.

"Wh-Whaaaaat!?" The kid falls out of his bed, making a mess of the entire room. "Ugh…That was some dream." He said as he yawns before heading to the shower.

After his shower, the 17-year-old boy goes to his closet and picks out a blue shirt with long sleeves inside and brown pants. He then picks up his backpack and then goes downstairs, where an old, but sweet lady is waiting for him by making breakfast. "Good morning, Aunt May. How are you doing?"

The lady greets him with a smile, "I'm doing fine, Peter. Now eat your breakfast. You don't want to be late for school, now do you?"

Peter sits on a chair and brings out his fork, "That's the reason why I woke up earlier, so I won't be late for school." He then starts eating his breakfast.

"Well I'm glad, Peter. Sometimes I always hear that you arrive late to school. Is it because of your job at the Daily Bugle?" She asked him. Peter has just finished the breakfast he was given, "It's related to the Bugle, yeah." He then gets up and starts to head towards the front door, "Anyways, I'm leaving now Aunt May. I'll be back soon."

"Take care, Peter!" Aunt May said as he leaves. "And be careful, things have been really dangerous since those blackouts!"

"I will Aunt May!" He yelled out as he gets farther and farther away from her.

May smiles, "Take care, Peter. I hope nothing bad happens to you, you're all I have left after Ben." She then goes back inside to go watch some TV.

* * *

 _"_ _Hmmmm."_ Peter thinks to himself while waiting for the bus. _"You know. I could wait for the bus to pick me up. Or…I could do the much faster, cooler way to get to school."_ He then runs to an alley where no one is looking. In just a few seconds, you see a web line attached to the wall as a kid in red and blue tights starts to swing from building to building.

"Now this is how you travel in style." Peter talked to himself as he swings from each tall building. "You know. I only have an hour before class starts. Maybe I could use this time to have a little fun." He then hears sirens coming from police cars next to him. "And I think I just found the perfect opportunity." He then follows the police cars to where the danger is at.

* * *

 **Manhattan, NY**

"Come on, come on!" One tall robber said at a bank filled with hostages. "Get all the money, NOW! The cops will be here soon!

"I'm hurrying! I'm hurrying!" The other, much smaller robber said as he just puts the last of the money in his bag. "Good, I'm done."

"Ummm…" One of the hostages started to speak up. "Will you let us go now? You have the money."

"Once we escape from the police, sure." The tall robber said. "So in the meantime…" He then gets closer to the hostage, pointing his gun to the hostage's head. "…don't get any ideas of trying to escape, because no one is going to rescue you."

"I beg to differ." A mysterious voice says.

"Who said that?!" the tall robber asked. His and the small guy's gun is then tugged away from their hands by a web. "Who'd the…?!"

"Boss look, it's…" The small robber is then pointing to guy in front of them.

"Your friendly neighborhood Spider-Man, at your service." Spider-Man says as he makes a bow.

"Spider-Man!"

"He's here to save us!" The hostages shouts.

"Tsk. I don't have time to deal with this bug." The tall one said. He then feels a splash of webbing all over his face.

"Bug, really? I've been Spider-Man for about two years now and you still don't know the difference between bugs and spiders." He then pulls the tall guy into his fist, knocking him out. "You know what. I'm not even going to waste my time to explain the difference to you. I'll let the police handle that." He then looks at the small guy who then puts his hands up in the air. "I surrender!" Spidey then webs up the guy's arms. "Thanks man. Why can't all crooks be like you?" He then goes to help out the hostages.

"Thank you Spider-Man. You really are a hero." One of them told him. Peter smiles underneath his mask. "Thank you. Now if only the rest of New York can feel the same way." He then hears the police sirens coming closer. "Well I got to run." He then leaves the bank as the police starts barging in.

* * *

"Man that felt good." Spidey told himself as he swings from building to building. "Now to head back to Midtown and get to class. Although that would still make me early. Aw, whatever. I'm just glad I don't have to deal with any A.I.M. scientists or Hydra right now. God knows how busy I was during that mess two weeks back. I'm just going to head to class, and not deal with any…" He then feels his cellphone ringing. "Who's calling me when I was talking to myself?" He answers the phone. "Hello, who is this?"

"Parker! I need your help!" A gruff voice tells him.

"Hey I recognize that gruff voice. How you doing, Nick Fury?" Spidey asked him.

"No time for jokes Parker. I have an assignment for you." Fury replied to him.

"Can't it wait. I have class soon. Why don't you ask someone else, like the Avengers?"

"Not an option, Parker. They are still busy collecting those new material from the likes of A.I.M. and any other supervillain they come across.

"You mean the ISO-8 that Tony Stark and Reed Richards having been calling it for a while now?"

"Yes, the ISO-8."

Peter stops swinging and lands on a roof. "So why do you need me?"

"One of your old enemies, Dr. Octopus, have been missing for the last two weeks. We are led to believe that he's doing something in secret with the ISO-8."

"Doc Ock? Okay I get it. So you want me to track him down and stop whatever heinous plan he has cooked up, right?

"That's correct. Now do whatever it takes to find him, and stop him. The ISO-8 is still something very new to us. But we do know it's very dangerous in the wrongs hands, especially with a genius like Octavius."

"Alright, alright. I'm on it, Fury."

"Good. Over and out, Spider-Man." Fury then hangs up.

"Okaaay. Now where should I start?" Spidey asked himself. "I probably should've asked Fury where to being looking before he hanged up. Hope this doesn't make me late for school. I'm already making Aunt May worry about me doing my usual hero thing. Worst part is that she doesn't know I'm doing all of this kind of stuff." Peter sighed. "Maybe one day I'll tell her, but now I need to find Doc Ock. So where should I start looking?"

 _'_ _Go to Warehouse 95.'_ A voice tells him in his head, which startles Peter.

"Whoa! Who said that?!" He gets no response. "Great. Now I'm starting to go crazy. But the voice said Warehouse 95. I know it's not a good idea to listen to the voices in your head, but I don't really have any other option left, do I?"

He then shoots out a web from his web shooters. "Alright then. Warehouse 95, here I come." He then swings to the warehouse district in hopes of finding any clues to Octavius's whereabouts.

* * *

Peter arrives at the warehouse district. "Okay, warehouse 95. Where are you?" He then sees the number 95 on top of one of the warehouses, "Bingo."

Peter sneaks into the warehouse from the window up top. He sticks to the ceiling to make sure that no one spots him, but so far the place seems abandoned. "I'm not picking anything up with my spider-sense, so I guess the place is clear." He said uncertain.

He then drops down to floor, silently of course. "No one is around. Is this really the right place?" He then sees a mysterious device on the table, "What's this?" As Peter presses every button on the machine, a portal opens up. "Okay. I think I did something, but what." He gets closer and closer to the portal. "I guess this is some kind of teleporter Ock built, but to where?" He checks the machine's power to see it's low in energy. "Well, wherever this thing takes me, I hope it's not too far from here. Hope it's New Jersey, that would sound like the perfect place for any supervillain to hide." He then goes through the portal, not knowing the place he would end up in is not New Jersey, or anywhere on Earth.

* * *

 **Emerald Coast, Mobius**

 **BGM- Sonic Adventure- Azure Blue World ...for Emerald Coast**

Peter walks out of the portal, now finding himself in some sort of beach. "This doesn't look like New Jersey." He told himself. He then looks at the device he was holding, now drained of power. "Well this thing is as good as dead." He then throws the device into the ocean before face palming at his mistake. "Probably should've kept that with me. Ah well, once I learn where I am, I can call Iron Man to pick me up, or Fury, either one is fine for me."

Peter continues to walk across the beach, while also avoiding some of the traps and spikes he comes across. "Yeesh. Who designed this place because they clearly never been to a beach before?" He then notices a blue gem next to the grass. "What's that?" He picks it up. "Whoa. Whatever this thing is, it's giving off some crazy energy that it's making my spider-sense go crazy. Maybe it's the ISO-8. Ah whatever, I'll just keep this until I could find my way back to New York."

As Peter continues to walk, he notices a building and people bathing in the sun. "Finally, civilization. Now to change out of my costume so people won't see me as weird." He takes off his backpack with his normal clothes. "Good thing I brought my backpack with me. God knows I don't have the money to buy any new clothes."

A few seconds later he is now regular old Peter Parker. "Now then, time to find out where I am." He says as he makes his way to the resort building.

* * *

 **Unknown location of the Doctors' Base**

It's been two weeks since Dr. Octopus and Dr. Eggman have teamed up. During their time together, they have created hundreds of octobots, badniks, and egg pawns, each one filled with energy from the ISO-8 shards. The doctors have been spending their time in the lab researching the ISO-8 crystals they've acquired, the ones they call "Powerful ISO-8 crystals", a purple ISO-8 crystal.

"Whoa. Look at these readings Otto." Eggman told him as he is sitting next to his computer, researching the ISO-8.

"This is really outstanding." Octavius said. "It would seem that these crystals continue to evolve, getting more powerful with each second."

"Not just the crystals, Otto." Eggman told him. "The shards in the robots are also getting more powerful with each passing minute. It would seem that the ISO-8 not only increase the capabilities of a robot or a human by tenfold, they also evolve, getting more and more powerful on its own."

"And from what I observed back on Earth, there are more types of ISO-8 out there, each with different shapes, colors, properties and enhancements." Otto explains to him.

"This stuff is incredible, and I bet we haven't even scratched the surface of these yet!"

"I never could have imagined something like these existing in my world." Otto said.

"It's rare to find stuff like this everyday. The only other material that could match these are the chaos emeralds.

"Chaos emeralds?" Otto asked him.

Eggman starts to explain the story of the chaos emeralds to him. "You see, there are seven mystical gems in this world, each one containing a limitless amount of energy. Once you have all seven, you could obtain the ultimate power in the universe!

"Is this true, Ivo?"

"Of course. I've even used them before to power up my machines for world domination. But that pesky blue rat Sonic always gets in the way." Eggman then goes back to his computer. "But it would seem that the energy levels for the ISO-8 are similar to that of the emeralds, and if it continues to rise it could even surpass them in power, and that's just with only one crystal!

"Really!? Then I guess we should start collecting those chaos emeralds then. If this Sonic finds all seven, that could put a huge halt in our plan. We must find them to make our chances of victory 100%!"

"Yes. With the chaos emeralds and the ISO-8 in our possession, our doomsday robot will be unstoppable. NOTHING CAN STOP US, HOHOHOHOH!"

Otto goes to check on his computer to find a signal of chaos energy. "It would seem that one chaos emerald is located at Station Square. Let's send a pack of robots to go retrieve it."

"Yes. And if Sonic plans on fighting them, he will be sorely surprised by their power."

"I agree. I doubt even Spider-Man could beat them on his own." They both start laughing as a handful of robots head towards Station Square.

* * *

 **Mystic Ruins, Mobius**

 **BGM- Sonic Adventure- Mystic Ruins**

It's a peaceful time at the Mystic Ruins, that is until a sonic boom is heard, and with it a blue blur passed by the train station. That blue blur is known all across the world as the Fastest Thing Alive, Sonic the Hedgehog. He is on his way to his best friend's workshop to check on him.

Sonic opens the door to see his two-tailed fox companion. "Hey Tails, how'd you doing?"

Tails smiles at him, "Hey Sonic, I'm glad you're here. Check this out." He then shows Sonic his newest invention.

"What is it called?" Sonic asked his fox friend. "I call it the Miles Electric, a multi-functional electric handheld device that can be used for video communication and a bunch of other stuff. It can be even used to track the chaos emeralds."

"Sweet." Sonic gives him a thumbs up. "That would make finding them a whole lot faster, and you know I like to do things fast."

"I know, I know. Anyways let's test this baby out." Tails turns on the device to reveal the location of a chaos emerald. "Hey look, I have the location of the chaos emerald."

"Sweet, where is it?" Sonic asked him.

"It appears to be at Station Square, and its moving."

"Sounds like someone thought it was jewelry and decided to take it with them. That's not going end well for them."

Tails then looks back at his device to see some unknown energy signatures. "Uh, Sonic. I think you may be right on something."

"What do you mean?" He then goes to look at the device with Tails. "What are those things?"

"They appear to be robots, but I'm getting a very strange energy source from them. And it would look like they are after the chaos emerald."

"Sounds like Eggman is up to no good again. Can I borrow this Tails?" Sonic asked him.

"Sure, here you go." Tails gives him the Miles Electric.

"With this, I can go find the person who is in trouble, fast." Sonic then runs out the door.

"Be careful Sonic! Who knows what you might face off against!" Tails yells at him.

"Don't worry Tails! I'm sure I could handle this by myself, no problem!" He said as he dashes off to Station Square.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, it's me Spider-Man. So yeah, I just recently found out I'm in another dimension and now I'm being attacked by some killer robots who wants something from me.**

 **Sonic: They want the chaos emerald you have.**

 **Spider-Man: Huh, who are you?**

 **Sonic: I'm Sonic the Hedgehog and these guys are giving me more trouble than they are worth. So what do you say, want to help me take them down?**

 **Spider-Man: Well, it's not like I have better things to do, so of course I'll help.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Heroes Meet_**

 **Spider-Man: I can't believe I'm teaming up with an animal. My life has just gotten a whole lot weirder.**

* * *

 **KFX here: Man, this one took a while to write. Well hopefully future chapters won't be as long to type up but whatever. Anyways I hope you guys like this first chapter and continue to look forward to more because things get a bit more interesting from here on out, so stay tuned.**


	5. Act 2: Heroes Meet

_Act 2: Heroes Meet_

 **Hotel at Station Square, Mobius**

Peter enters the hotel at Emerald Coast to try and figure out where he is. While inside, he's surprised to sees some humans interacting with walking, talking animals. "Okay, I am definitely not in New Jersey. In fact, something tells me I'm not on Earth anymore." He then goes to front counter to talk to one of the employees. "Hello, can anyone help me here?!"

"One moment please!" A voice is heard from the back room. An old man then walks up to the counter. "How may I help you, son?"

"Yeah, um, can you tell me where I am, like which city I'm in?" Peter asked.

"You're in Station Square, boy." The old man answered.

Peter was confused when he heard the name, " _Station Square? I never heard of a city called that before."_ He thought.

"Uh, are you still there, boy?" The old man asked him.

"Huh!" Peter snapped out of his train of thought. "Oh, yeah. Um, can you give me a map of the planet." He asked him.

"Sure thing, sonny boy." The old man went to one of the drawers and picked out a map. "Here is the map of the planet Mobius."

 _"_ _Mobius!?"_ Peter said in his thoughts. " _I really am on another planet!"_ He then picks up the map. "Uh, thank you, mister."

"No problem, kid." He said as Peter went out the door into the city.

* * *

 **BGM- Sonic Adventure- Welcome to Station Square**

As Peter walks around the city, he is reading the map he was given by the old man from the hotel and is surprised the world he's in is similar to Earth, but all the major cities are all named differently.

"Apotos, Mazuri, Spagonia…" He said to himself while reading the map. "All these places are named differently yet are so similar to the places on Earth. Heck, Empire City sounds and looks a lot like New York City." He then sighed. "Well good job, Parker. It looks like you stumbled upon another dimension. Great!" He said sarcastically. "And this place definitely doesn't sound like where those other guys who helped us fight Galactus come from."

* * *

Peter continues to walk until he stumbled upon a Casino with people around the place. "Great. A casino. Knowing my luck, I probably won't win anything from this place. And it certainly won't help take me back to my own dimension."

He then let out another sigh. "Now what am I going to do? I'm stuck in another dimension with no way back. Not to mention Doc Ock is probably somewhere here." He then gets an idea. "Wait a minute. Of course! If I can find Ock, then he must have something to teleport me back to Earth. But where can I find him?" He decided to bring out the blue gem he got from the beach. "Maybe I can use this for something, like use its power to build an ultra-powerful GPS to find a mad, six-armed scientist across the globe. I mean it can work, can it?"

Just then, his spider-sense starts to tingle. "Whoa. What's tingling my spider-sense?"

 **BGM- Sonic Adventure- Zero the Chase-Master ...Boss Eggman Robot Zero**

He then sees a couple of robots flying down to surround him while the civilians run away. _"Wait, some of them looks like octobots. But I don't recognize the other robot animals or the…egg-shaped robots."_

One of the egg pawns start to talk. **"GIVE US THE CHAOS EMERALD!"**

"Chaos emerald?" He then looks at the gem in his hand. _"I guess this is what they want."_

 **"** **AGAIN! GIVE US THE CHAOS EMERALD OR BE DESTROYED!"**

"Can't I give you guys something else? Like a smoothie, or my loose change, assuming I have any."

The robot starts to shoot at Peter, which he effortlessly avoids, "Okay. What about the sandwich in my bag? I'm not really hungry anyways. Then again, I'm not entirely sure if robots can eat, well except maybe for Vision. I think he can eat. I'll have to ask him when I come back alive."

All the robots start to shoot at him, which he narrowly avoids. _"Can't really fight back. Not unless I want people to see a kid fight off against a whole pack of robots. I need to get into my costume."_

As the robots start to march over to Peter, a blue blur suddenly passes him, knocking down the robots in front of him. "What the…? What happened?"

"I happened." A small, blue figure that looks like a hedgehog then appears right in front of Peter. "You okay?" He asked the teenaged human boy.

Peter nodded. "Yeah. I think so anyways." He then looks at the hedgehog again. "Who are you?"

The blue hedgehog then gives his classic thumbs up. "Sonic's the name. Speed's my game. What about you?

"Peter. Peter Parker." He replied. _"Can't believe I'm talking to a blue hedgehog. How did my life get so much weirder than it already is?"_

The robots Sonic knocked down started to get back up, "Hey, Peter! Get to a safe place! I'll take care of these nuts n' bolts!" Peter nodded as he left the robots to Sonic. "All right! Who wants some?" He then starts attacking the robots with his homing attack.

Meanwhile with Peter, he went to the nearest alley way to change into his costume. "Can't let that guy have all the fun." He takes off his clothes to reveal his Spider-Man costume underneath. "I may be in a new dimension. But that doesn't mean I can't help out. Especially when it involves one of my enemies." He then swings off back to the battlefield.

Back with Sonic, he's having a bit a trouble taking on the robots. "Sheesh. These guys are tough. Way tougher than usual. Wonder if it has to do with that weird energy Tails was talking about." He says as he swiftly dodges a laser beam from one of the octobots. "These octopus robots don't look like anything Eggman has ever built before. What's going on?"

While he's distracted, one of the octobots wrapped its tentacles around Sonic, "Hey, let go!" He struggles to get out of the robot's grip. "Man, this thing just won't let me go."

"Hold on, I got it covered" A voice says.

"Huh."

Just then, a web line hits the octobots grabbing Sonic and is then pull to a building, releasing the blue blur. The guy in red and blue tights lands right next to Sonic. "You okay?"

Sonic gets up, dusting the dirt from his legs, "Yeah, I'm fine." He looks at the spider-themed hero. "Thanks a lot. I thought I was a goner. Who are you supposed to be?"

"Just your average everyday superhero." Spider-Man told him.

"In those tights?"

"Why does everyone talk crap about my costume?" Spidey mumbled to himself. "Just call me Spider-Man okay buddy."

"Sure thing, Spidey." Sonic said with a thumbs up. They both look ahead as they see a huge number of robots heading towards their direction. Sonic grinned, "So Spidey. Want to help me take out the trash?"

"As long as it doesn't involve any puke, I'll be glad to help." Spidey said as they both start to attack the robots.

* * *

 **Back at the Doctors' Unknown Base of Operations…**

Eggman is looking at his computer screen when he sees something terrifying. "Otto, I think you need to see this!" He told his octopus friend.

"What is it, Ivo?" Octavius walks over to the computer screen to only see his most hated enemy. "Spider-Man!? Here?!

"Not only that. It appears that he and Sonic are working together to stop our robots."

"Damn it!" Octavius slams on the desk. "With those two here, they could surely ruin our chances of retrieving the chaos emeralds."

"Then we must immediately look for the next one." Eggman suggested. "While those two are busy destroying our robots, we can use this opportunity to find the next one before they do."

"Great idea. Do you know where the next one is, Ivo?"

"Hold on, give me a minute." Eggman checks his computer to find the location of the next chaos emerald. "Here it is!" An image pops up to reveal some sort of water palace.

"So the next emerald is there, then?" Otto asked him.

"Yes it should be. Now we should hurry. Those good-doers are almost done demolishing our robots."

"Agreed. Let's go." They then both hop into the egg-mobile, now supporting enough room for Doc Ock to stay in. They then leave their base to find the next chaos emerald.

* * *

Back with the heroes, they are just about done destroying the robots. Sonic homing attacks a couple more robots while Spider-Man web throws one robot to a dozen more.

"I think that's it." Spidey says as he looks around for anymore robots.

Sonic lands next to Spidey, "Yeah, I think our work is done here." The two then face each other. "Thanks for your help, Spidey."

"Hey, no problem. It's what we heroes do." He said as the two shake hands.

"So, one question." Sonic said. "You wouldn't happen to be that Peter kid I helped saved, right?"

Spidey hesitated. "Of course not. What makes you think I was?"

Sonic brings out the Miles Electric out of his quills. "Well, according to this, you have a chaos emerald. And since I saw Peter have one in his hands, and you don't look like the guy to steal stuff from people, I'm guessing you are him."

Spider-Man sighed before looking at Sonic again. "Yes, I am Peter Parker, also known as the Amazing Spider-Man."

Sonic puts back the handheld device back into his quills, "If you're so amazing, why haven't I heard about you before?"

Spidey rubs the back of his head, "This may sound weird to you, but I'm actually from another dimension." Peter thought the hedgehog was gonna look at him funny, but his facial expression didn't change one bit.

"So you're from another dimension? That makes sense."

Peter was surprised. "Wait seriously? You're not freaked out about this? Not calling me crazy or anything?

Sonic smirked. "Of course not. I've been involved with some adventures that involve different dimensions. Heck, I was in a tournament that involved people from multiple dimensions."

"Seriously?"

"Yeah." Sonic starts walking. "Come on. Let's go to my buddy Tails' place. He should know what's going on." He then starts running towards the train station.

"Hey Sonic! Wait up! Spidey yelled at him. "It's like talking to Quicksilver, would run off before finish discussing a plan." He then webs swings to where Sonic headed.

* * *

 **BGM- Sonic Adventure- Mystic Ruins**

"So this is where your friend Tails' lives?" Spidey asked Sonic as they both head towards the workshop.

"Pretty much. He usually spends a lot of time here tinkering with his plane and machines.

"Wow. He sounds really smart."

"He is. And he's only like eight years old." Sonic told him, surprising Peter.

"Huh. The kid sounds like a prodigy."

As the two enter through the front door, they are greeted by Sonic's two tailed friend who was tinkering with a few parts.

"Sonic! You're okay." He said as he hugs him.

Sonic rubs his head. "Of course I would be. But I did needed some extra help with the robots." He then points to Spidey who is right behind him.

"Who are you?" Tails asked the masked hero.

Peter removed his mask revealing his brown hair and hazel eyes. "The name's Spider-Man. And since your good friends with Sonic here, I'm also called Peter Parker when I'm not wearing the mask."

"So you're a superhero?"

"From another dimension, yes I am."

"Another dimension?"

Sonic walks up to Tails, "Yeah, that's why we came to see you Tails. You see, this guy is sort of stuck in our world, and we need to help him get back."

Tails nodded. "I understand." He then looks at Peter. "So how did you come to this world anyways?"

"Well how should I start this…" Peter wonders. "Well, I was on my way to school when I was called in to find one of my bad guys, Doctor Octopus. He apparently stumbled upon this new rock that appeared in my world called the ISO-8. Apparently he used some of it to transport himself into this world. I followed his trail to an abandoned warehouse where I stumbled upon the dimensional transporter that brought him here, so I used the remaining power it had to get here. And like an idiot, I threw the device into the ocean, and now I have no way to get back home."

Peter has just finished his story to the mobians, which took a while for them to process all of what he said. "Wait a minute, so you have a bad guy named Doctor Octopus?" Sonic asked him.

"Yep."

Sonic laughed. "Wow. That's about as lame as Dr. Eggman."

"You fight a guy named Dr. Eggman?" Peter asked him.

Sonic shrugged. "Almost every single day."

Peter whistled. "Sounds like your life is about as crazy as mine."

"I bet it is."

"Wait a minute. You said Dr. Octopus has something called the ISO-8?" Tails asked Peter.

"Yeah he does. The top scientist at my world don't know much about it, except that it is extremely powerful in anyone's hands."

"That probably explains the strange energy signature that I was getting from those robots back at Station Square."

"And that probably explains why those egg pawns and badniks were so hard to deal with." Sonic said.

"And the octobots." Peter added.

"Wait, do you think Eggman and this Octopus guy are working together on this?"

"That does sound like the case." Tails said. "With two evil genius working together, there's no telling what they can do now that they have the ISO-8."

"Let's not forget they were after this." Peter brings out the chaos emerald.

"So you were the one that had the chaos emerald." Tails asked him.

"Yeah. I found it when I first got here." Peter said.

"This definitely isn't good if the Doctors are after the chaos emeralds now." Sonic said.

"Wait, you mean there's more of these things?" Peter asked.

"Yeah." Sonic said. "There are seven emeralds in total, each one containing a lot of power. Have all seven and a miracle would happen."

"What kind of miracle?"

"The kind that could determine the fate of the whole universe."

"Oh. That kind of miracle."

"We should start collecting the chaos emeralds now. I'm pretty sure the Doctors are already headed towards the next one." Tails suggested.

"Alright Tails, go fire up the tornado." Sonic said.

"Got it."

"Wait." Peter stopped him. "How long does collecting the chaos emeralds usually takes exactly?"

"With my speed and when Eggman is involved in the hunt, about a couple of days." Sonic answered.

"A couple of days?!" Peter shouts which caught the two by surprised. "I can't stay here that long! My Aunt May would worry sick about me!"

"Then that means we gotta collect these things fast, right Peter?" Tails asked him.

"Yeah. The faster, the better."

"Heh. When you're with me, faster is always the better option." Sonic said while stretching his legs.

* * *

As Sonic and Peter walk out the front door, they see the trees near the cliffside turning sideways, it then reveals a launch pad.

"Not bad, not bad." Peter said while looking at the transformed road.

"Just wait 'til you see the plane." Sonic told him. Suddenly, a red plane with jet turbines underneath the wings comes out of the garage, with Tails on the pilot seat.

"Hop on guys!" He shouted at them.

The two got closer to the plane. As Sonic jumps onto the wings, Peter notices something off.

"So let me get this straight. You're a genius, but you couldn't build a passenger seat?" Peter questioned Tails.

"Never had the time to build one." He answered him.

Peter shrugged. "Whatever. I'll just use my stick em powers to stay on top of the wings then." He then hops to the opposite side of the wings of where Sonic is at.

"So Tails, you have the location of the next emerald?" Sonic asked him.

"Yeah, it shouldn't be far from here." Tails replied.

"Then what are we waiting for? Let's blast off at the speed of sound!" Peter shouted.

"I like the way you think, Pete!" Sonic grinned.

Tails smiled, "All right then! Let's go!" The plane then takes off as our heroes set course for the next chaos emerald.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, it's me, Spider-Man. We've found out that the next chaos emerald is at this place called Water Palace.**

 **Sonic: Water Palace?! Why do we have to go there?!**

 **Spider-Man: What's wrong, Sonic? Is the fastest thing alive afraid that he might get wet?**

 **Sonic: Shut up, Spidey. Besides, it looks like we aren't the only ones here who's after the chaos emerald.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Hero and Villain Reunion_**

 **Sonic: Of course we fight a giant octopus robot at the water area. Why does Chaos hate me so?!**

* * *

 **KFX here: So Sonic and Spidey finally meet up and are now on the hunt for the chaos emeralds. Of course they are gonna run into trouble along the way, six kinds of trouble to be exact (Hint…Hint). Well then, look forward to the next chapter as our heroes meet up with the two evil Doctors.**


	6. Act 3: Hero and Villain Reunion

_Act 3: Hero and Villain Reunion_

"So Sonic. I was wondering?" Spidey asked him. The team right now on en route to find the second chaos emerald on top of the Tornado.

"What is it?" Sonic replied.

"How are you able to stand on top of the wings without worrying of falling? I mean, I have super spider powers that allows me to stick to anything. Are those shoes of yours magnetic or something?"

"No, these are just normal shoes." He then thinks for a second. "Honestly, I don't know how I'm able to stay safe here. Maybe I'm just lucky."

"OR maybe physics don't exactly work in this world."

"Or that." The hedgehog then turned to Tails, who is flying the plane. "So buddy, how long 'til we get to our destination?"

"In about say 8 minutes." The fox answered.

"Alright. I guess we could use this time to have more conversations." Sonic turned to Spidey. "So, tell us what kind of adventures you've been through at your world."

"Well, let me think, because I've been through A LOT during these two years as a superhero." Peter said.

"Like what, Peter?" Tails asked.

"Well, there was a time when I stopped a villain from my world called the Lizard from turning everyone in New York into his own Lizard Army." He started. "And there was a time where me and the other heroes from my world teamed up with another group of superheroes from another world to fight this guy named Onslaught and a planet eater named Galactus."

Sonic whistled. "Sounds crazy."

"That's only the beginning. So what about you, Sonic? How crazy is your life?" The web-head asked him.

"Well most of the time, I usually fight Eggman and his army of robots almost every day. Sometimes he would unleash some sort of god monster that I usually defeat like the water god Chaos or the fire dragon Ifrit. Heck, just recently we had aliens invade the planet, but we were able to stop them just in time."

"Sounds like another Tuesday back at New York." Peter groaned. "We almost always have some alien race trying to invade the planet or some god trying to destroy it just 'cause."

"If only villains can just take a vacation, then we wouldn't have to deal with all of this." Sonic sighed.

"Well, in our line of work, that's almost impossible." Spidey said.

"Hey, a guy can dream can't he?" Sonic asked.

"Let's just wait and see what happens."

* * *

 **BGM- Sonic Rush- Back 2 Back (Sonic's version)**

The team are now arriving at Water Palace to get the next emerald.

"Alright guys, we've arrived at Water Palace!" Tails told them.

That name caught Sonic by surprised, "Wait, did you say Water Palace?!

"Yep."

Sonic then falls to his knees. "Why…why this place?"

"Ah, what's wrong Sonic? Don't like getting your feet wet?" Spidey taunted him.

"Shut up!" Sonic shouted. "I-I just can't swim alright."

"But I thought hedgehogs can swim." Spidey said.

"Yeah well, not all of them." Sonic sighed. "Let's just hope that Eggman and Doc Ock haven't found the chaos emerald yet, I just want to get out of here as soon as possible.

As the team left the Tornado, they went through the stage to find the chaos emerald. As they continued their search, they fought some of the doctors' robots, went through shuttle loops that lead to corkscrewed-slides, and used the water pumps to get to higher places in the palace.

"Man, I have to admit. I never did anything like this back at home." Spidey said.

"It only gets more fun from here on out, Spidey!" Sonic said as he excitedly continues to run through the stage.

After some more exploration, the team find themselves at a circular arena with a pool of water in the center.

"So is this where the emerald is at?" Sonic asked Tails.

He then pulls out his Miles Electric, "According to the radar, it should be deep underwater here."

Sonic groaned. "Great…"

"I'll go get it." Spidey volunteered.

"Wait, hold on." Tails stopped him. "The readings are now saying that the emerald is moving upwards."

"Why is that?" Sonic asked.

Just then, Peter's spider sense started tingling.

"Guys, something is coming up!" He exclaimed.

As the team stepped back, they see a huge octopus robot coming out of the water. This robot is colored green, has four, glowing red eyes with an elongated head shape, and four tentacles so long that you can't see where they are coming from in the surface. And on top of the head is a cockpit, where two very familiar scientists are sitting in. The scientists then open up the cockpit to reveal themselves to the heroes.

"Eggman!" Sonic shouted.

"Octopus!" Spidey also shouted.

"Ah, Spider-Man. It's nice to see you again." Octavius greeted him.

"So you're the Spider-Man I keep hearing so much about." Eggman said. "I kinda thought you'd be taller."

"And I thought you'd much fatter for a guy named Eggman." Spidey retorted. "So how did you get that name, huh? Were you a big fan of having eggs for breakfast and decided to name yourself after them?"

Sonic and Tails laughed at his joke while Eggman was steaming mad. "You really are as annoying as Sonic over there! Me and Octavius will rip you to shreds with our new mech!"

"Oh yeah? What is it called? Wait, don't tell us. The Egg Octopus? The Egg Kalmari?" Sonic asked.

"The Egg Mechtopus." Octavius answered. "And this one is powered by the ISO-8."

"So you do have some of the ISO-8! Give them back, Ock!" Spidey demanded him.

"Not yet, little Spider." He then holds up the light blue chaos emerald.

"It's a chaos emerald!" Tails exclaimed.

"Yes. And once we collect all seven, we will finally achieve ultimate power!"

"And we'll be sure to crush you fools with that power first!" Eggman added. The two closed their cockpit as they start to attack the three heroes.

 **BGM- Sonic Rush- Metal Scratchin'**

The Egg Mechtopus used one of its tentacles to swipe at the heroes, but luckily they dodged it at the nick of time.

"Tails, go hide somewhere safe! We'll take care of the Doctors!" Sonic ordered him.

"Alright. Good luck, you two." Tails told them as he flies off someplace else. The spider and the hedgehog now focus their attention to the Mechtopus.

"So what do you propose we do first, Sonic?" Spider-Man asked him as they dodge another tentacle swipe.

"Let's attack their cockpit. That's usually the weak spot." He said.

"Got it." The two then dodge another of the tentacles before jumping up to the cockpit. Sonic was the first to attack with his homing attack.

Eggman smiled. "Don't think it'll be that easy!" He then presses a button where one of the tentacles attacks Sonic at full speed.

"Guh."

"Sonic!" Spidey was then grabbed by a tentacle before he could react.

Octavius laughed at his captured nemesis. "Sorry Arachnid. But thanks to the Speedy ISO-8 crystal, our robot is too fast for both of you to attack us.

"That's...terrific…" Spidey says while trying to escape from the tentacles' grip.

"Struggle all you want, you can't break free, little spider!" Eggman proclaimed.

"We'll see about that…Egg-breath…" Spidey was able to smuggle out one of his hands to web shoot the cockpit.

"Ahhh." While the Doctors were distracted getting the webbing off, Spidey broke free from the tentacles. He then lands next to Sonic.

"You okay, blue buddy?" He asked the hedgehog.

"I'm fine. How are we gonna defeat them now that they got a speed boost." Sonic wonders.

Spidey thinks for a second before getting an idea, "I think I know what to do."

"You do?"

"Not yet, but I need to make sure. Sonic, can you distract them while I go underwater?"

"I rather do anything else than go underwater."

"Alright. I'll see you in a few." Spidey then dives underwater while Sonic distracts the Doctors.

"Hey, lame brains! Let's see if your robot can keep up with me." He taunted them.

"You'll be surprised how well this can keep up with your speed." Eggman retorted.

Meanwhile with Spider-Man, he's underwater trying to find out where the tentacles are coming from.

 _"_ _Now if my hunch is correct, there should be something here to support the tentacles."_ He thought. He then sees pink turbines right next to each tentacle. _"Excellent. Now while the doctors are distracted, I can do some re-decorating here._ He then starts punching one of the pink turbines, destroying one of the tentacles.

Back on the surface, the Doctors noticed that one of their tentacles went offline.

"What's happening?!" Eggman exclaimed.

"It's the Spider! He must be trying to destroy the turbines that are supporting out tentacles!" Ock said.

"Well we can't have that can we?" Eggman grinned.

Just then, all the tentacles that were focused on Sonic then goes underwater. "Oh no, Spidey!" Sonic, without a second's thought, jumps into the water to help Spider-Man.

While Spidey destroys another turbine, he starts gasping for air. _"Better start heading back up, otherwise the fish here will have something to eat for dinner."_

He then noticed the remaining two tentacles coming right for him. _"Just what I needed. Why can't life ever be easy for me?"_ Spidey tries to dodge each of the tentacles, but they were too fast and grabs him. _"Not…how I like…to be hugged…"_

Before Spidey could be squeezed to death, Sonic homing attacks the tentacles grabbing him. He then goes to Spidey who points to him to destroy the remaining two turbines. Sonic does that and runs as fast as he could underwater and homing attacks the remaining turbines. An explosion then happens, which knocks Spidey and Sonic high into the air.

"Spidey, are you alright!" Sonic asked his friend.

Spidey coughs, "Yeah…I'm peachy! Now let's finish this!" He then shoots a web line at Sonic, which he tightly holds. And with all his might, Spidey throws Sonic through the cockpit, destroying the robot and grabbing the chaos emerald.

"DARN THAT HEDGEHOG AND THE SPIDER!" Eggman yelled.

"We have to retreat!" Ock suggested. The two then start flying off from the destroyed Mechtopus.

"This isn't over you two!" Octavius yelled at them as he and Eggman fly off. "Once we get all the chaos emeralds, you won't be able to stop us!" The two evil Doctors then fly off, out of sight.

"Yeah, yeah. We'll make sure that won't happen." Spidey said while he walks up to Sonic, still holding the chaos emerald. "You did great. I'm surprised you weren't too scared to jump to the water."

Sonic tosses up the chaos emerald, "Well swimming in water does scare me, but I'll be even more scared if you died when I could've done something."

Spidey smirked under his mask. "You know, Sonic. We really are more alike than I thought."

Sonic smiled, "Well of course. We're two teenagers who are always out saving the world, always wanting to protect our friends."

"And that's the reason why we can't let Egghead and Doc Ock win."

"You said it." The two then fist pump before they make their way back to Tails.

"You guys were great out there!" Tails said happily.

"You know we try our best to impress you Tails." Sonic smiled.

"Now let's get back home. It going to get dark soon." Spidey advices.

Sonic and Tails nodded in agreement as they all head back to the Tornado.

* * *

 **Back at the Doctors' base…**

"Great, just great!" Eggman said as the two enter their lab. "We not only lost the chaos emerald, we're also losing time building our doomsday robot."

"Then that just means we are going to need back-up, people to distract the two heroes while we continue building our ultimate machine." Ock said.

"Who do you have in mind, Otto?" Eggman asked.

Otto goes to his table to pick up his dimensional transporter, "I have some old associates back home that could help out with our cause." He then activates his transporter to open up a portal. "I'll be back soon, Ivo. In the meantime, continue to research the ISO-8."

"I will, Otto. Then once you come back, we can continue our search for the chaos emeralds and build our robot."

Otto nods as he disappears in the portal.

* * *

 **Back at Tails' Workshop…**

"Thank you guys for letting me sleep here." Peter told them as he gets ready to sleep on the couch.

"Well, we couldn't let you sleep out in the open, can we?" Sonic said.

"Yeah. You're our friend, Peter. And as friends, it's our job to help out each other in need." Tails said as he heads to his bed.

"Thanks guys. Well good night guys." Peter said.

"Good night."

While everyone is sleeping, Peter is still awake, thinking about how his Aunt May is doing. _"A day has already pass, and I'm still in this world. Aunt May, please be okay. I'll be back before you know it."_ He thought as he dozes off to sleep.

* * *

 **Back at the Parker's residence on Earth…**

Just like at Mobius, it's already night time on Earth. Mostly everyone is sleeping at Forest Hills, well everyone except for Aunt May and a red-headed girl with her.

"So Peter wasn't at school today, is that correct Mary Jane." Aunt May asked the red-headed girl.

"No. We were supposed to meet up before class but he never came." Mary Jane said.

"Did he call you about anything?"

"No, he hasn't called me either."

May gets up from her chair. "Ohhh, I hope Peter is okay."

Mary Jane gets up to comfort her, "I'm sure Peter is fine, Mrs. Parker. He's probably doing some bulge work right now. He's probably too busy to call back."

"I hope so. Can't imagine what I could do without him. He's been like a son to me this entire time."

Mary Jane hugs her, "I'm sure he's fine, I know it." She then looks at the ceiling thinking about Peter. _"Oh Peter, wherever you are, you get back soon. Otherwise I might have to tell your Aunt May the truth."_

* * *

 **Back on Mobius, at the Doctors' base…**

Eggman is still researching the ISO-8 until a portal appears behind him, with Otto emerging from it.

"Otto, you came back. I assume you brought the back-up?" Eggman asked him.

Otto then smiled, "Of course I did."

Then from the portal, there more mysterious characters emerge from it: A guy who is dressed as a hunter, a guy who turned his hand into a sandy axe, and a guy in a suit sparking some electricity from his fingertips.

"And I assure you, Ivo. Even if they don't destroy the heroes, it would still give us some time to complete our ultimate machine."

Eggman smiled, "Heh heh heh. Now the real battle begins." He said as he and Otto start laughing maniacally.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Sonic: I'm Sonic, Sonic the Hedgehog. We tracked the next chaos emerald into Leaf Storm Zone.**

 **Spider-Man: Leaf Storm Zone? Heh, what kind of name is that?**

 **Sonic: Well it's supposed to be a harmless forest, but now it's filled booby traps, alarms, and… lions. Wait, what are lions doing in this forest?**

 **Spider-Man: Yeah, something tells me I know who these belong to.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _The Hunter and the Hunted_**

 **Sonic: Of course I would fall for the most basic traps.**

* * *

 **KFX here: Want to make two things clear here: One is that the ISO-8 used in these stories are the ones from the Marvel Avengers Alliance that got taken down a few years ago. So check that out to find out the different ISO-8 that there are. Another thing is that Mary Jane is NOT Peter's girlfriend in these stories, just his friend, kind of like how she was in Spectacular Spider-Man. Anyways, look forward to the next chapter, because that's when I introduce another Spidey villain.**


	7. Act 4: The Hunter and the Hunted

_Act 4: The Hunter and the Hunted_

 **Tails' Workshop, Mobius**

The next day, Peter, Sonic, and Tails are enjoying some breakfast before they head out to find more chaos emeralds. While Peter and Tails are eating some pancakes, Sonic is eating some of his favorite chili dogs.

"Ah, nothing like eating some chili dogs before heading out for an adventure." Sonic says while finishing the last of his breakfast.

"You sure it's a good idea to eat chili dogs early in the morning?" Peter asked while taking a bite from his pancakes.

Sonic smiled. "Of course. Chili dogs are like the best food you can eat no matter what time of the day."

Peter smirked. "Just wait. When this journey is all over, I'll have to bring you some of my Aunt May's cooking. You might find them more delicious than any chili dog you've ever ate."

"We'll have to see about that. I CAN be a very picky hedgehog when it comes to my food."

Tails has just finished the last of his pancakes. "Alright, I'm down. You guys ready to find more chaos emeralds."

"Of course." Both of them said in unison.

"Great. I'll get the Tornado warmed-up." Tails then goes to his garage to get the plane ready, leaving Sonic and Peter by themselves.

"I'm actually looking forward to exploring new parts of this world." Peter said. "I never was able to explore anywhere else outside of New York City."

"I know right! Exploring the world is always the best past time for me." Sonic then decided to change topics, "So how did you get your powers anyway? We're you born with them or something?"

Peter was busy getting his gear ready while answering his question, "No, I was fifteen when I got my powers at a public scientific exhibition. The event was funded by a company called Oscorp, wanting to demonstrate the safe handling of nuclear laboratory waste materials. While no one was watching though, a spider crawled into some radiation irradiated by the particle accelerator used in the demonstration. Before it died, the spider bit me and gave me super powers. Now I can do whatever a spider can."

"Wow, that's incredible! So after you got your powers, you went on to become a super-hero of your world, right?"

Peter frowned and looked at the floor when he was asked that, "Well, actually…"

"Hey, guys! Let's get going!" The two turned to hear Tails calling them from the garage to get ready.

"We'll continue this later." Peter told Sonic.

"Alright." The two then heads towards the garage.

* * *

The team are on the Tornado, now en route to the next chaos emerald.

"So where is the next chaos emerald at?" Spider-Man asked.

"It's at Leaf Storm Zone." Tails answered him.

Peter was dumbfounded by the name, "Seriously, Leaf Storm Zone?" There couldn't have called it a better name, like Leaf Forest Zone or something?"

"Sorry, that name was already taken." Sonic told him.

"Well, whatever. Let's just find the chaos emerald before Egg-breath and Kalmari man find it." He said as they land onto to Leaf Storm Zone, not knowing that someone is watching them from the trees.

"Welcome Spider. I look forward to hunt you and your animal friends in my forest." The shadow figure said before disappearing into the shadows.

* * *

After the trio landed, they started their search on foot for the emerald in the forest filled with springs, corkscrew vine rails, and tree branches.

"Hmmm." Tails pondered while looking at his Miles Electric.

"What 'cha thinking, Tails? Did you track down the emerald?" Spider-Man asked him.

"Yeah, actually the emerald is not far from here. In fact…" He then points to the green emerald that is just lying in front of them. "…it's right there."

"Sweet! I'll go get it!" Sonic dashes to grab the emerald.

Suddenly, Spider-Man's trusty spider-sense kicks in. "Sonic, wait! It could be a trap!"

Just as he said that, Sonic has already grabbed the emerald. "A trap?!" The ground below him opens up to reveal a pit of spikes. "Oh noooooo!" He screams as he falls down.

"Sonic!" Both Spidey and Tails said as they run to the pit. Spidey was able to launch a web line at the falling hedgehog, who was able to catch it before touching the spikes. The web-slinger then reels in Sonic to the surface.

"Whoa, that was a close one." Peter said.

"Yeah. Thanks for the save, Spidey." Sonic thanked him.

"Who would just leave a chaos emerald over a pit of spikes?" Tails wondered.

"I think I know who would do such a thing?" Peter said.

"I hope you are referring to me, Spider-Man." A figure then comes out of the grass, sporting a lion-themed vest and some leopard pants.

"Well well well. If it isn't my favorite hunter, Kraven." Spider-Man said. "Did you travel through dimensions just to hunt little ol' me?"

"Of course, Spider. Octavius told me you were here, and you know I won't miss the thrill of hunting you down, especially if it's in new territory.

"Yeah yeah, I know."

"So where did you get those clothes, Kraven?" Sonic asked the hunter. "Did you get it at a petting zoo or something?"

"I got them from Mother Russia…" The hunter then shows off his knife. "…by way from Mother Africa!"

Sonic sighed, "Two mothers and still so ill-behaved."

Spidey chuckled, "I know right?"

"No time for jokes, Spider. I know you and your friends are here looking for this." He then brings out a green chaos emerald.

"A chaos emerald?!" Tails pointed out. "So that means the one we have is a…"

"…fake."

Sonic and Spidey now look at Kraven with a more serious expression, "Alright Kraven, what do you want?"

"Let's have a little game." He then jumps up to the trees. "Go through this forest, survive the traps I've left out, and find me at the end. There I will give you your reward, a hunter's promise!" He then disappears in a puff of smoke.

"Why is he playing games with us if he has the emerald? Shouldn't he just go give the emerald to the doctors?" Sonic asked.

"Kraven likes a challenge. So let's use that to our advantage and get the emerald from him." Spider-Man answered.

"If we use my radar, we should find him in no time." Tails said.

Sonic cracks his hands, "So what are waiting for? Let's find that hunter!" They then run deeper into the forest.

* * *

 **BGM- Sonic Rush- Right There, Ride On (Sonic's version)**

The heroes traverse through the forest to find Kraven. Along the way, they come across many traps planted by Kraven.

Traps like hidden tranquilizer darts in the grass:

"Woah!" The trio said as they dodged all the darts.

"That was close!" Sonic said.

Having to play a real life game of hangman:

"Sonic, where are you?!" Tails called out.

"Up here!" Spidey and Tails looked up to see Sonic hanging down a tree.

"Hey Sonic, how's it _hanging_?" Both Spidey and Tails started to laugh.

Sonic was left unamused, "Ha ha. Very funny."

To even running away from lions:

"Whoooooooaa!" Spidey yelled out as he and the other two mobians run away from a pack of lions.

"What are lions doing in a forest!?" Sonic exclaimed.

"Ask Kraven, not me!"

"Just keep running!" Tails yelled at them.

They are finally coming close to where Kraven is at.

"Okay…are we…close…to Kraven yet?" Spidey asked exhausted.

"Yeah…I think so." Tails answered. He then points to the middle of the forest. "He should be right there."

"Great, because I'm getting tired of these games." Sonic confessed.

They approached the middle of the forest very Kraven is waiting for them.

"Welcome, my prey. I'm so glad you have arrived."

"Alright Kraven, we've played your game. Now give us the chaos emerald!" Spidey demanded.

"Ahhh, but you are not done yet, spider." Kraven said. "For you see, there is still one last thing you need to do."

"Like what, jungle boy?" Sonic said.

"Beating me of course!" Kraven exclaimed.

"Pfft, please. I could beat you when I'm half-sleep, what makes you think you can beat us on your own?" Spidey asked him.

Kraven started to laugh as he brings out an orange ISO-8 crystal, "With this, of course." He then starts to absorb its power as he gains an orange aura.

"Kraven, what did you do?" Spidey asked a bit nervous.

"Just watch…and learn." Kraven then transforms his orange aura into a yellow one, now giving him an aura that resembles a bear.

"Wait, why does his aura look like a bear?" Sonic asked him.

"Thanks to the Dexterous Iso-8 Crystal that the doctors gave me, I can now access the skill and powers of the animals. Now I am as powerful as a mountain bear!" He proclaimed.

"Doubt that will be enough to stop us! Tails, go hide somewhere!" Spidey ordered him.

"On it!" Tails then flew somewhere safe as the two heroes stare down at Kraven.

"Now my prey, let the true hunt…BEGIN!"

* * *

 **BGM- Spider-Man Shattered Dimensions OST - VS. Kraven - Thrill of the Hunt**

Kraven starts to lung at the heroes, but the two were able to dodge him in time. Sonic goes for spin dash, hurling Kraven to the nearest tree. He then grabs the tree and throws it at Sonic, but Spidey was able to catch it with his webbing and throw it back at Kraven. The hunter uses his bear powers to cut the tree in half, but he is then met with a boot to the face from Sonic, knocking him down.

"Not bad, blue one. You are definitely worthy of being my trophy."

"If you want a trophy of me Kraven, then go the Station Square gift shop. There should be tons of trophies of me for you to have."

"Maybe, but I'm more of a premium edition collector." He then uses his monstrous bear powers to punch the ground to make Sonic lose his footing. While Sonic is distracted, Kraven delivers a massive punch to his stomach.

"Oofff!" Sonic grunted as he is knocked back to the ground.

"Now where is the spider?" Kraven asks.

"Up here, lion tamer!" Kraven looks up to see Spider-Man pouncing him. The two get up as Kraven uses his power to change his aura into a blue color that represents an eagle. He then starts to fly high in the sky.

"Now try to fight me up here!" He says as he flies up.

"Hey! Get back, Kraven! I still have some snacks for you to feed on!" Spidey shoots a web line at Kraven's leg, making him ascend to the sky. Meanwhile Tails checks on Sonic who recovered from his attack.

"Sonic, are you okay?" Tails asked him.

"Yeah I'm fine." He then looks up to see Spidey fighting Kraven in the sky. "Alright Tails, fly me up to where they are."

"Got it!" Tails then revs up his tails that allows him to fly. Sonic grabs a hold to him as the two fly off to join the fight.

Meanwhile, Spidey is having trouble fighting Kraven up in the sky. "You know, Kraven! I rather we fight on the ground, you know make it easier for me to punch you!"

"Then you should probably learn how to fly then!"

"If it was in the instruction book on 'How to be Spider-Man', then I would've learned to fly a long time ago! Luckily, I did learn how to do this!" He then web strikes Kraven, making him lose focus.

"Uhh! You're going to be sorry for that, Spider-Man!"

"Not as sorry as you're going to be!" Sonic says as he and Tails caught up to the hunter. The blue hedgehog then starts homing attacking Kraven repeatedly before Spidey finishes him off with a punch so hard that he falls to the ground. While Kraven lies there unconscious, Sonic and Spidey lands right next to him, with Tails safely landing with his tails.

"Looks like the hunter has just been hunted!" Sonic punned.

"Ugh." Tails groaned while Spidey let out a small chuckle.

"Man, and I thought my puns were bad."

"Hey, that's why we keep working on them, right?"

"Of course. But I'm pretty sure it would take years for us to perfect them."

"Years for you. Me, maybe like two years." Sonic said as he grabs another chaos emerald from Kraven's pocket.

"Three down, four more to go."

"Are we gonna leave Kraven here?" Tails asked as he looked down at the unconscious hunter.

"We'll come back for him after we're done collecting the chaos emeralds." Spidey said. "Hopefully he won't wake up until then." He then webs up Kraven. "This should hold you for a couple of hours."

"Alright then. Let's go find our next chaos emerald." Sonic gets ready to speed off until Spidey grabs him by the arm, pulling him back.

"Hold on Sonic. There could still be a few traps left by Kraven. Let's just take our time getting back to the tornado."

Sonic doesn't like going slow but he quickly understands. "Alright, then let's just speed walk out of here." They all walk out of the forest so they can continue searching for the remaining chaos emeralds.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, it's me Spider-Man. Our next destination is at Mirage Road, where it's quiet, dry, and has sand that coarses everywhere.**

 **Sonic: Not to mention we run into Shadow here. I wonder what's he doing here?**

 **Spider-Man: I don't know, but there's something about him that reminds me of, well me.**

 **Sonic: You can ask him yourself now that the Sandman has separated us.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _A Sandy Situation_**

 **Spider-Man: So Shadow, want to trade secrets?**

* * *

 **KFX here: The Kraven fight in this chapter was based off the boss fight from the Spider-Man 3 Video Game, the PS3 version to be exact. The other sinister six fights will have some similarities to their various video game appearances. Anyways, next chapter I introduce Shadow the Hedgehog, and both he and Spidey are gonna have a lot to talk about. You'll find out soon enough.**


	8. Act 5: A Sandy Situation

_Act 5: A Sandy Situation_

 **Back on Earth, at Avengers Tower**

"So Stark, how's the ISO-8 research coming along?" Nick Fury is talking to the iron-avenger, Tony Stark, through a TV monitor. Tony is currently tinkering with his armor, model 29, otherwise known as, the Extremis Armor.

"It's going fine, Nick. Me and Reed have been researching this thing like there's no tomorrow." Stark said. "So how's the collection of the ISO-8 coming along, find anything new?"

"We have, let me show you what we found." Nick then picks up a prismatic ISO-8 crystal and a prismatic ISO-8 shape Stark has never seen before.

"Ohhhh, shiny. And what is the other one, never saw that shape before?"

"The scientists here call it the Reactive ISO-8." Fury told him. "They say it's the most powerful, and the most dangerous ISO-8 type we found yet. Especially when it's a prismatic reactive ISO-8 like the one you see here."

Tony walks up closer to the monitor to have a closer look at the new ISO-8. "Are there any other reactive ISO-8?" He asked the S.H.I.E.L.D director.

"Yeah, A LOT more. S.H.I.E.L.D. is currently locking these new ISO-8 in a safe vault somewhere in the city. Once were done, we'll have you and Richards look over them."

"Sounds like a plan." Tony then hears someone coming into the lab. It's a man in a blue uniform holding a shield that has the colors of the American flag.

"Hey, Steve. Did you come to see me tinker with my armor, or did you really miss me?" Tony joked.

"Actually neither. I was hoping you would know where Peter is at?

"Spider-Man? No, why exactly?"

"He was supposed to meet me today for some more training, but he hasn't shown up yet. The kid is never late when it comes to training." Rogers said.

Tony placed his hand on the table. "Now that I think about it, I haven't heard anything about the kid lately, neither as Peter Parker or as Spider-Man. You think he's okay, you don't suppose him being my personal intern scared him off, do you think?"

Rogers nodded sideways before looking at monitor with Fury's face on it. "Fury, you don't suppose you know anything about Spider-Man's disappearance, do you?"

"Not entirely." Fury answered. "The last time I talked to Spider-Man, I ordered him to track down Doctor Octopus, who went missing right around the time the Pulse happened. Since then, I haven't been able to get a reading on where he is, like he's not on Earth, or anywhere in space."

Tony goes to his armor to get suited up. "You don't think Octavius has any of the ISO-8 with him, don't you Fury?" Tony asked him. "Otto may be a villain, but he's still a genius. Someone like him can cause some serious damage with that stuff."

"We are led to believe he does." Fury said.

"Well, whatever the case, Spider-Man could possibly be in grave danger. The kid may not be an Avenger, but he certainly is one of our best heroes, one that could inspire thousands of people."

Steve looks at Tony, who is already suited up. **"** **Ready when you are, Captain!"**

Steve puts on his helmet and brings out his Avengers ID card. "AVENGERS ASSEMBLE!"

* * *

 **Back at the Parker Residence…**

Mary Jane has just rung the doorbell to see if Aunt May is home. After a few second, the door is open to reveal Aunt May.

"Oh, hello Mary Jane, how are you?" May asked the teenage red-head.

"I'm doing fine Mrs. Parker. Can I come in?" She asked.

"Oh, of course you can my dear." She lets the door open to have Mary Jane come inside. May is in the kitchen getting snacks while Mary Jane sits on the table.

"So, you still haven't heard from Peter?" Mary Jane asked the poor old woman.

May sighed. "No, I haven't. I've already called the Daily Bugle and Dr. Conners to see if he was at either of them, but both of them said they haven't heard from him either." She sits down next to Mary Jane with the snacks, now looking even more depressed. "Things haven't been the same for Peter, not ever since Gwen and Harry died a few months ago. I would even say it started ever since his childhood friend Eddie Brock suddenly disappeared, or that one boy that lived with us for a while before I heard he passed away too."

Mary Jane was looking a bit depressed while eating some of the cookies on the table, "You mean Ben Reilly?"

May touches Mary Jane on the shoulder, "I know you and Ben were a couple for a short while, and I know you miss him so much."

"Yeah, but I think Peter misses him more than me. The two of them were like actual brothers. _Which makes sense since he was a clone of Peter in the first place thanks to the Green Goblin._ " She thought that last sentence.

May just took a sip from her tea before looking at the ceiling, "Oh Peter, wherever you are, please be safe, for my sake."

* * *

 **Mobius**

 _"_ _Oh Aunt May, please be safe, just until I get back."_ Peter was thinking while he, Sonic, and Tails are on their way to the next chaos emerald at Mirage Road. _"I will never forgive myself if someone like Venom comes for you, or worse…the Green Goblin. Last time I fought him, he became a monster and accidently killed his own son, and nearly killed me. I've already lost three love ones thanks to that guy, and I don't want you to be the fourth."_

"Yo, Pete! Are you still there?" Sonic was talking to Peter.

"Huh, oh, sorry. Just feeling homesick, is all." Peter nervously laughs.

Sonic walks on top of the flying Tornado to comfort Peter. "Hey, don't worry. Once we find the remaining four chaos emeralds and stop the doctors, we can just simply use chaos control to send you back."

"Chaos Control?!" He asked confused.

"It's a technique that involves messing with time and space with the power of the chaos emeralds." Sonic explained. "I've used it before, but Shadow is really a master when it comes to using chaos energy."

"Who's Shadow?" Peter asked, now even more confused after learning more about the power of the chaos emeralds.

"Yo, Tails. Care to explain to him?" Sonic asked the pilot.

"Shadow the Hedgehog is the ultimate life form, created by Eggman's grandfather, Dr. Gerald Robotnik. He was taken into G.U.N. custody 50 years ago during a raid on the Space Colony ARK. After Eggman broke him out, Shadow decided to use the opportunity to get revenge on all those who caused the death of his best friend, Maria." Tails explained.

 _"_ _Best friend, huh."_ Peter thought.

Tails continued the story, "After remembering that Maria wanted him to protect humanity, Shadow devoted his life to help those of mankind, even if it means he has to sacrifice himself."

"Wait, you mean that Shadow actually died once!?" Peter asked.

It was Sonic's turn to explain, "Actually he didn't die, just lost his memory from the fall back to Mobius. Trust me, we were all surprised to see that he was still alive when we met up again. Just recently, we've found out that he's part alien too after the whole Black Arms invasion."

"So, where is Shadow anyways?" Peter asked.

"Honestly, I don't know where he OR Omega is at the moment." Sonic said, wondering where the robot that turned traitor to Eggman went off to.

"Who's Omega?" Peter asked.

"You like to ask too many questions, you know that?"

"It's like I'm from ANOTHER dimension, where everything here is new to me." Peter then switched topics. "Anyways, are we close to Mirage Road yet?"

Sonic sighed because Peter asked another question while Tails answered him, "We should be landing soon, so get ready."

"Got it!" Both Sonic and Peter said.

* * *

The Tornado lands next to a pyramid in the middle of the desert. Peter observes his surroundings while trying to cover himself from the heat.

"So this is Mirage Road huh? This place is probably as big as Egypt. Which is definitely not good."

"Why you say that?" Sonic asked him.

"If Ock brought in Kraven to find the chaos emeralds, then that means he brought the rest of the Sinister Six to help him and Eggman out." Peter replied.

"Who are the Sinister Six, and what does it have to do with Mirage Road?" Tails asked him.

Peter starts to explain the Sinister Six to the two confused mobians. "The Sinister Six is a group of supervillains led by Doc Ock that likes to come together every once and a while to find new ways to kill me. You've already met two of them, but there is also Electro, Vulture, Mysterio, and Sandman."

"Sandman. I guess his power is that he can control sand as much as he wants?" Sonic asked him, which he nods yes. "I can see why him being in a desert can be a bad thing."

"A REALLY bad thing." Peter corrected him. "And if Sandman has any ISO-8 on him, then this entire desert is at his disposal."

The two mobians shivered at the thought of Sandman using the desert as his weapon, "Then we should find the chaos emerald here before we meet up with the walking beach." Sonic advises them.

"Agreed. Let's go!" Peter shouted as they all head inside the pyramid.

* * *

 **BGM- Sonic Rush- Ethno Circus (Sonic's version)**

The trio begins to explore the pyramid, hoping to find the chaos emerald before Sandman does.

"Tails, can you give us the location of the emerald?" Peter asked the two-tailed fox.

"I can't! The signal is blocked inside this pyramid! We just going to have to find it the hard way!" Tails told them.

"Well that's just great." Peter said as suddenly his spider-sense tingled. The trio then sees a few sand creatures forming from the floor.

"Uh, Spidey, that wouldn't happen to be Sandman, right?" Sonic asked the wall-crawler.

"No, it isn't. I never knew he could his sand to create his own little army."

"It's probably because he's using the ISO-8." Tails informed them as he looks at his Miles Electric. "They all have the exact energy signature like Kraven and the robots from Station Square."

Sonic gets into fighting position, "Well, whatever. We can easily beat these guys, right Spidey?"

"Yeah, if we had some water or it was 3,400 degrees Fahrenheit in here." Spidey said. "Without those, it'll be a bit hard to take these guys down."

"So what should we do now? WHOA!" Sonic shouted as they dodged some of the sand monsters' attacks.

"Our best bet is to get out here and search for the chaos emerald! I'm sure Marko is using these as a distraction!" Spidey said.

Just then as they try to escape, they are being surrounded by a big number of sand monsters, "Looks like we have no choice, we have to fight if we want to pass!" Sonic said.

"But more and more will just form, we need to do something, fast!" Tails said.

"CHAOS SPEAR!" Was heard as a number of bolts are shot down at almost all the sand creatures.

"What the…" Peter said, confused on what just happened.

"Over here!" A voice was heard from the next room.

"We should probably head over there!" Sonic said as they all head towards the next room while the sand creatures try to reform.

"Heh…heh…that was almost too close." Spidey said.

"Thanks for the save, Shadow." Sonic thanked.

"Shadow?" Peter then looks at the black hedgehog standing right next to him. _"Whoa, he almost looks like Sonic!"_

Shadow grunted as he looks at the masked hero, "So, who are you supposed to be?"

Peter points to himself, "I'm your friendly, interdimensional neighborhood Spider-Man!"

Shadow rolls his eyes, "Whatever. Why are you guys?"

Tails walked up to him, "We're here to find the chaos emerald somewhere in this pyramid. Why are you here, Shadow?"

"I was sent here because the unknown energy source we detected back at base was similar to that of chaos energy."

"We?" Sonic asked confused.

"Yeah, the people back at G.U.N." Shadow replied. This news surprised all three of them.

"Wait a minute! You mean you're working with G.U.N.!?" Sonic asked him surprised. "The same military force that locked you up and tried to kill you, not to mention they locked ME up as well!? You mean THAT G.U.N.!?"

"Yep." Shadow calmly said.

"Why work together with your worse enemy?" Spidey asked him.

"I learned to let go of my past and pave way for my future, that includes renewing my relationship with G.U.N. Because the G.U.N. commander wanted to repay for his sins, and with some help from Rouge, he accepted me and Omega to work as G.U.N. agents called Team Dark."

"Team Dark?! Doesn't sound a bit too edgy?" Peter asked him.

"Hmph, who cares? Anyways I'm here on a mission, and I want to complete it."

"Well, if you're wondering what that mysterious energy signature you received, it's most likely coming from the ISO-8."

"The ISO-8?" Shadow asked, not knowing what that is.

"It's a rare material from my dimension that is super powerful, not to mention very dangerous in the wrong hands, which it did thanks to Doc Ock, and now he's working with Dr. Eggman in this dimension." Peter explained.

"So, the Doctor is involved in this too."

"Yeah, and one of their lackeys, the Sandman, is here in this pyramid searching for the chaos emerald now that he has some of the ISO-8." Sonic told the black hedgehog.

"Hmmm, if the doctors collect all the chaos emeralds, there is no telling what they can do with this ISO-8." Shadow wonders.

"So, will you help us?" Peter asked.

Shadow looks at Peter, "Fine, I'll help you guys out."

"Sweet! Up high, Shadow!" Sonic raises his hand for Shadow, only for him to just walk away.

"Just keep walking."

"Uh. That guy really needs to lighten up in a while, am I right Spidey?" He asked the web-head.

"Yeah…he should." Peter then looks hard at Shadow before they all catch up to him.

* * *

After exploring more of the pyramid, not to mention avoiding some more sand creatures, the heroes find themselves on a moving platform.

"Ah, I remember this." Sonic says since he has been here before. "I would have to dodge falling rocks and egg pawns that would like to cramp my style."

"So you're saying we're sitting ducks when those sand creatures attack us?" Spidey asked.

"Yep."

"You two, focus!" Shadow yelled at them. "I'm sensing something powerful coming right for us."

"Is it something that would help you be nice to others?" Spidey muttered, which caused Sonic to snicker while also getting the look from Shadow. "Okay, okay. Do you know what's coming?"

"I'm coming!" They then see a pile of sand dropping next to them on the moving platform. The sand then forms a person, rocking a green shirt and tan pants.

"Seriously, 'I'm coming'? You couldn't say anything clever like 'Here comes the Sandman' or something like that." Spidey joked, which made Marko a bit mad.

"I'm tired of your insults, Wall-Crawler!" Sandman yelled. He then brings out a red ISO-8 crystal. "And with the Amplifying ISO-8, I now have better control over the sand."

"So now you can build the perfect sand castle!" Sonic joked.

"No time for joking around!" Shadow ordered them.

"But I thought joking around relieve stress in the nerves. God knows you need it after what you've been through." Spidey retorted.

"Now's not the time for that, Spider!" Shadow yelled at him.

"Heh, while you guys are fighting, I think I might use this opportunity to send you all down to the depths below." Sandman said. He then uses his enhanced sand powers to call upon all the sand in every direction. He then quickly destroys part of the platform where the heroes were standing.

"Wwwwwooooooooaaaaaaaaaaahhhh!" They all yelled as they fall down to the dark pit.

"See you guys never! HAHAHAHAH!" Sandman laughs as he continues his search for the chaos emerald.

* * *

"Uhhhhh!" Sonic said as he and Tails rub their heads. "Where are we?"

"Uh…I think we're in some sort of tomb." Tails said, observing his surroundings.

Sonic looks around to see if Spider-Man and Shadow are around. "Hey, where's Peter and Shadow?!"

"We must have gotten separated from the fall." Tails said.

"Uh, I hoped they're alright, well Peter anyways. Shadow is probably yelling at him for making us fall." Sonic said worried for his spider friend.

"Hey, it would at least give them some time to get to know one another." Tails said.

"With Shadow, that might take a LONG time." Sonic stated. "Let's try to find them and look for that chaos emerald."

"Agreed." Tails then looks at his Miles Electric. "Hey, I'm getting a signal that there's a chaos emerald here. It's faint, but it's close."

"I'm sure the other two are already there, so let's go." Sonic said as the two run toward the chaos emerald.

* * *

"Uhhhhh. Did anyone catch the number of the sand that just hit me?" Spidey asked all groggy. He then sees Shadow all fine as he walks off. "Hey, Shadow! Wait for me!" He runs up to Shadow, stopping him by touching his shoulder, only to be pushed back by him.

"Don't touch me! If you had time to joke around, then we might've gotten the chaos emerald already! Shadow angrily told him.

"Well, maybe if you weren't so grumpy and moody, we wouldn't be in this situation!" Spidey retorted. but then he sighed. "Look, I know what you've been through, how you couldn't protect the ones you love."

Shadow grunted as he turns his back on him. "I doubt a kid like you ever felt what true pain is like."

"Actually I do. Multiple times in fact."

Shadow turns around. "What do you mean?"

Spidey sighed as he takes off his mask to reveal his face to Shadow, "Look, when I fifteen years old, my entire life changed. Ever since I got bitten by a radioactive spider, I gained powers no one else could ever dream of getting. But those great powers also came with a great responsibility, one that I learned the hard way." He then frowned.

"What happened?" Shadow asked, now even more intrigued on his story.

"When I got my powers, I decided to use them for my own benefit, like entering wrestling matches and being on TV so I could a quick buck. But because I was too focused on myself, I ignored what could possibly happen if I didn't do something to prevent a tragedy. I learned that when my own uncle died.

"Your uncle died? What could you have possibly down to prevent it?"

"A number of things, because the guy that killed my uncle was right next to me when I left the studio! I could have easily push him aside so the cop could arrest him, but no I let him get away and now my uncle is gone because of me!"

Peter then kneels to the ground, trying to fight back the tears. "It didn't stop there. More people got hurt because of what I did, either directly or indirectly! Like the time my childhood friend, Eddie Brock, became the monster Venom, or how the love of my life, Gwen Stacy, died because I couldn't think of any other way to save her, or how my best friend, Harry Osborn, died because I wasn't there to help him when he needed me the most! I could've save them all but my entire existence as Spider-Man is the reason why they ended up the way they did."

Peter wanted to cry, but then Shadow put his hand on his shoulders. "Look, kid. I'm sorry for what has happened to you. I never thought I meet someone that had a very hard life like me, but unlike me, you never gave in to your hatred, or revenge. You decided to use your powers to help millions of others, even those who don't know you."

He reached out to Peter's hand as he helps him get up. "You are a great hero, one who knows what it feels like to know pain and overcome it. Now you must learn to move forward from your past, and just focus on the future."

Peter wipes away the tears from his eyes, "Easier for you to say."

"I know, but I also know you will overcome it. Now, what is your name, both of them?"

"I am Peter Parker… the Amazing Spider-Man."

Shadow smiled, "Always remember who you are and what that means to you. He then looks deeper into the cavern. "Come on, I can sense the emerald is close. Let's go find it."

"Okay." Peter said as he puts on his mask. The two of them then dashes off to find the emerald.

* * *

 **BGM- Spider-Man Shattered Dimensions OST - VS. Sandman - Maelstrom**

Spider-Man and Shadow were able to find the yellow chaos emerald first at the center of the pyramid tomb. Spidey grabs the chaos emerald. "I've found the chaos emerald!"

"Now get back!" Shadow yelled at him. Suddenly, Peter's spider-sense tingles as he jumps away from the pile of sand that was going to fall on him.

"Hey, that was supposed to be my emerald, you stinkin' little wall-crawler!" Sandman angrily yelled at him.

"You need to make up some better insults, Sandy." Spider-Man mocked while tossing up the emerald.

"I'm gonna crush you!"

"Then try your best, you two-legged beach resort!" Shadow insulted.

"See, even my pal Shadow can make up better insults than you!" Spidey said.

"Hyuraaaagghhhh!" Sandman yelled as he lungs at the two of them, causing them to dodge him. Shadow teleports in front of the Sandman to attack, but they prove to be ineffective.

"Ha ha. You're going have to do better than that to stop me." He then punches Shadow right in the face. "Ha, and the doctors said you might be trouble if I ran into you."

Shadow got angry, "You dare underestimate the ultimate life form!" He then charges up a chaos spear. "You are going to regret thinking I would be easy to take down."

He throws his chaos spear at Sandman, only for him to dissolve into a pile of sand on the ground. The spear instead almost hits Sonic and Tails who have just arrived at the battle. "Hey Shadow! Next time aim that thing at the bad guy, not us!"

"What do you think I was doing, faker!?"

"Are we seriously starting this now!?" Sonic asked him.

"Guys, look out!" Spidey yelled at them as Sandman changes his hand into a hammer to attack the two with.

"Not today." He and Tails both jumped through the walking beach castle. "I've already dealt with enough people with hammers in my lifetime."

"Really, I only recall one person with a hammer." Tails said.

"We're not talking about that right now."

"Hmph, if you don't like the hammer, then maybe I should try something bigger!" Sandman then absorbs all the sand in the room, becoming larger and larger until he broke through the ceiling.

"We need to get out of here before we become part of his sand castle!" Spidey yelled.

"Spider-Man, give me the chaos emerald you've found." Shadow requested. Peter agrees as he quickly gives the emerald to Shadow. "Now, watch I could do with this. CHAOS…CONTROL!" The four of them then disappear before the ceiling collapsed on them.

The group have been teleported right outside the pyramid. "Woah! How did you do that?!" Spider-Man asked.

Shadow chuckled, "I'm Shadow the Hedgehog, the world's ultimate life form, and there is nothing I can't do when I have a chaos emerald.

They all then see Sandman still growing in size as he absorbs the sand of the entire desert. He then sees the heroes and starts to attack them with sand punches coming from everywhere on the ground. The heroes quickly run away from each attack trying to think of a plan.

"At this rate, I doubt even the ocean itself could stop him now!" Tails said.

"Then that just means we need to heat things up!" Spider-Man suggested. "Shadow, is it possible that you can use the chaos emeralds to turn up the heat!"

"Hmph, it's like a said before, there is nothing I can't do when I have a chaos emerald."

"Then how about when you have four of them." Spider-Man suggested.

Shadow smiled, "You really are a lot smarter than I give you credit for, certainly smarter than Sonic here."

"Hey!"

While they are still dodging the Giant Sandman's attacks, Spidey gives the other three chaos emeralds to Shadow.

"Alright let me show you the ultimate power." The four emeralds start to glow and circle around Shadow. He then flies up and charges his energy. After a few seconds, he then unleashes all of his power. "CHAOS…BLAST!" A huge explosion covers the entire desert, getting both Sandman and the other heroes.

"Uhhhhh… probably should have told him to wait for us to get clear." Spidey said. He then notices that he sitting on glass. "Woah, what just happened?"

"Hey guys, look." Sonic points at the Giant Sandman as he and the entirety of Mirage Road have turned into glass.

"Incredible…" Tails expressed, shocked at what he is seeing.

"Wow! So this is the power of the chaos emeralds! Gotta say, I can see why Eggman and Doc Ock wants them so badly." Spidey admitted. Just then, Shadow drops to the ground.

"And that was with only four emeralds, imagine what would happen when you have all seven." He said.

"I rather not."

"So what are we gonna do with him? I mean, we can't just leave him here, otherwise the doctors might come and pick him up." Sonic questioned.

"Don't worry, I'll have G.U.N. come here to pick him up. Once you find all the chaos emeralds, we'll take him back to where he came from." Shadow told them.

"So now we have three chaos emeralds left to find." Spidey said.

"Actually two more." Shadow told him. "We have one chaos emerald back at HQ. Once you're done collecting the others, we'll be glad to give you the last one."

"Hey, that's great! Makes it easier for us, then." Sonic said. "Now let's go find the rest guys!"

"Right!" Spider-Man and Tails said in unison.

"Hold on, let me give you back the chaos emeralds." Shadow then gives the four emeralds back to Spider-Man.

"Thanks Shadow." Spidey said.

"No problem, but remember Peter: Forget about the past, just move on with your future. It's how I'm able to deal with my problems." Shadow advised him.

Peter nodded. "Of course. I'll try my best."

Shadow smiled, "Good luck then, Spider-Man." He told him as he watches Spidey catch up with the other two who are now on the Tornado. They then fly off to find their next chaos emerald.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, it's me Spider-Man. We were able to track down the next chaos emerald at Night Carnival. You know if it wasn't for business, I would totally have more fun here.**

 **Tails: Well that's what happened when the fate of the world is at balance.**

 **Spider-Man: Huh, Tails? What are you doing in this next chapter preview? Where's Sonic?**

 **Tails: Oh Sonic? He's on a forced date with Amy Rose, so he couldn't make it.**

 **Spider-Man: Even though Electro is attacking the carnival? Ah what the heck, let him enjoy his date, it's not like we're dealing with a matter of life and death here.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _A Date with Electricity_**

 **Sonic: Uh guys? Can someone help me out here?**

* * *

 **KFX here: So I'm sure this was a meaty chapter for you guys to read, and I'm sure you might have some questions, like how does Aunt May know who Ben Reilly is even though she doesn't know he's a clone, or some more stuff about Peter's history in this universe. I'll explain most of them in a future story, specifically in the "Spider-Man: Battle for Remnant" story, which is after this one. All I kind say is that the Clone Saga did happen in this universe, although it wasn't as long or confusing as the originally source material, like there's no "Peter thinks he a clone" or stuff like that, just a simpler storyline that I might also do a one-shot later on, if I feel like it. Anyways, don't forget to leave a review or PM any questions or advice about my writing.**


	9. Act 6: A Date with Electricity

_Act 6: A Date with Electricity_

 **BGM- Sonic Rush- Ska Cha Cha (Sonic's Version)**

"Whoa, this place looks amazing!" Peter said, now in his civilian clothes. The team are now walking with the crowd at Night Carnival, an amusement park next to the ocean. The place is surrounded by neon lights and rides that everyone can enjoy. This is also the next location for the chaos emerald.

Peter notices some flashing signs that have Sonic's face on it, "Wow Sonic. I had no idea you were popular enough that your face would be plastered everywhere."

Sonic laughed, "Of course, I'm the most awesome hedgehog this world has. What about you, Pete? Don'y you have any rides or merchandise based on you back at your world?"

Peter nodded, "Not much actually, since half of New York sort of hate me." This caught both Sonic and Tails by surprised.

"Wait, why do people hate you?!" Sonic said.

"Yeah, you're a hero, right? Why do you get so much hate?" Tails asked.

"You can blame the publisher of the Daily Bugle, J Jonah Jameson, for having people hate me." Peter sighed. "Wish there was a world where I would actually be loved and not be flacked for doing the right thing."

Sonic shrugged, "Who knows, maybe the next time you go to another dimension, the people there might actually like you."

"The day I travel to another dimension, is the day I find a girl that actually likes my jokes, or makes the same lame jokes as me." Peter said. As they continue walking, they suddenly hear a voice crying out for them, well specifically for Sonic anyways.

"Soooooonnnniiccccc!" A voice was heard from behind them, which started to get louder and louder as the person gotten closer.

Sonic froze up, "Oh no…"

"Sonic, what's wrong?" Peter asked.

"Amy's here." He nervously said.

"Who?" Peter asked, but a second later a pink hedgehog was right next to them.

"Sonic, I knew you would be here when I saw the Tornado." Amy said to him. "So, when are we going on our date?"

"Uh, Amy, not now. I don't have time to deal with anything with you now." Sonic told her. As soon as he said that, Amy immediately brought out her hammer, frightening the three boys.

"You sure about that!?" Amy angrily told him.

"I…uh…" Sonic tried to talk but is too frighten to say something, so Peter decided to intervene.

"Um, Amy, was it?" Peter asked Amy, which got her attention.

"Who are you?" Amy asked.

"I'm Peter Parker, and right now I'm helping Sonic and Tails find the remaining three chaos emeralds before they are used to take over the world, maybe two." Peter explained to her. "So we kind of need Sonic's help on this one, okay?"

Amy thought about it for a second before getting an idea, "Alright, but I want to help too. I may not look like it, but I know how to use this hammer that no one else can."

"Sure, so I guess we can split into teams: I'll go with Tails while you go with Sonic." Peter suggested to her.

"What!" Sonic shouted, while Amy's eyes were sparkling.

"You really mean it?"

"Of course." He and Tails then started walking the other direction. "Contact us if you've found the emerald!"

"We will!" Amy waved at him as they leave, leaving only her and Sonic alone.

"Wait! Peter, Tails! Come back! Don't leave me here!" Sonic shouted at them, but they were already gone. Amy then got a hold of Sonic's hand.

"Come on, Sonic. While we find the emerald, what about we use this time to go on a date." She suggested.

"But…" He then saw the angry glare coming Amy. Sonic sighed, "Okay, you win."

"Yay, come on, let's go over here!" She then drags Sonic to one of those amusement park games.

As the two of them leave, a mysterious person has just entered the park, where a coat and a hat to cover his true appearance, "The doctors said that a chaos emerald is somewhere here, better find it unless I want trouble." He then starts walking, while the lights above him start to short-circuit for some reason.

* * *

"You know we didn't have to split up, right?" Tails asked Peter as the two of them are walking around the carnival. "We could've just stayed together and find the emerald with my radar."

"I know that." Peter told him. "I just thought it would be a great idea for Amy to have a little fun, despite her being a bit…crazy."

Tails laughed, "Well Amy has been in love with Sonic for a long time, she just doesn't know how to hide it sometimes."

"I got that part, but still it would be nice to have a girlfriend."

"Did you ever had a girlfriend?" Tails asked him.

"Yeah, once, but things became…complicated." Peter frowned. "Being Spider-Man, while having its good times, can be really detrimental to my social life."

"Sounds like you have it rough."

"Believe me, I do." Peter looks around the park some more in hopes of switching topics, "You know, this place reminds me a lot of Coney Island back at New York, how about once we save the world, you and Sonic come over to my world and have some fun."

Tails smiled, "Sure, and then maybe I can meet this Tony Stark guy you told me before."

"Heh, I'm sure Tony would love to meet you. He would probably hire you as his second intern."

"Oh, so who's the first?"

Peter pointed to himself, "Me, of course. Tony hired me one day to be his intern after he noticed how smart I am. Of course he still wouldn't allow me to join the Avengers, but I'm sure one day I would be."

"I know you will, Pete. Hey, how about we have some fun over at those game tables, I'm sure the chaos emerald would be at one of them." Tails suggested.

"And at the same time, I can beat you at some of those games." Peter smirked.

"We'll see about that." Tails smirked as the two went to play some of the games.

* * *

Meanwhile with Amy and Sonic, the two of them are enjoying their date at the park, well Amy anyways, Sonic is just wanting to find a way to leave her, but he knows that he'll hurt her feelings so he decided to stay. They play some ring toss, shoot at some targets with a water gun, and play whack-a-mole. The two then head to a "Test your Strength" minigame.

"Oh, Sonic, let's go play that one!" Amy suggested.

Sonic is holding some of the other prizes that they just one, "Uh, Amy? Shouldn't we be looking for the chaos emerald?"

"I'm sure one of these guys have the chaos emerald as a prize." She then sees that the best score for the minigame will receive a shiny, purple emerald. "See Sonic! Look what I told you!"

Sonic smirked, "Well, what are waiting for, let's go win that emerald." The two of them head towards the minigame, not knowing that they are being watched by the same man from before.

* * *

"Come one, come all!" The minigame announcer shouted. "Test your strength to see if you can win this fancy emerald! Who wants to try first?!"

"I'll try!" Amy told him. She brings out her hammer and, as hard as she could, hit the target, which caused the lights to reach all the way to the bell. "I did it, I won!" Amy jumped for joy.

"Nice job, Amy!" Sonic applauded her.

"Here you go miss." The announcer said. "One shiny emerald for you and your boyfriend."

"I'm not her boyfriend!" Sonic exclaimed.

"Well, one day you will be." She told the groaning Sonic while giving him the chaos emerald.

"Thanks Amy. I'll admit, I really had fun tonight." Sonic told her.

"Then maybe we could this another time." She excitedly said.

"Uh, maybe, heh." Sonic nervously laughed.

Just then, the man in the coat grabs Amy by the hand, "Hey, what are you doing?!"

"Amy!" Sonic tries to rescue her, but the man shoots him with electricity, knocking him back far. The crowd then starts running for their lives.

"Get back, punk! You better give me that chaos emerald, otherwise your little girlfriend here would get fried!" The man said.

"Oh yeah!? Says who?!" Sonic asked him.

The man then takes off his coat, revealing his green and yellow jumpsuit, while also wearing a mask that resembles a lightning bolt, "Electro is the name, and you better give me that emerald or else…" He then zaps Amy unconscious, "…I'll continue to fry her." He then flies up to a nearby roller coaster.

Sonic growled as they got away, "Hey, Electro! Get back here!" He then dashes to where Electro is taking Amy captive.

* * *

Meanwhile back with Peter and Tails. The two were playing some carnival games until they noticed a crowd of people running back to the entrance.

"Something tells me the fun is over." Peter said.

"We should check it out." Tails suggested.

"Agreed. Let's hope Sonic and Amy aren't in any real trouble." Peter then goes to hide to change into his Spider-Man costume as he and Tails goes to the source of the problem.

* * *

Sonic reaches the roller coaster where Electro is keeping Amy hostage. She is unconscious on the roller coaster tracks, almost an inch away from falling into the ground.

"If you want to save her Sonic, just give me the emerald and I would leave her alone!" Electro proposed.

Sonic looks at the emerald he has in his hand, _"I can't trust this guy. The moment I give him the emerald, he would still drop Amy down. I hope Peter and Tails are close enough to help me out._ "

He then looks back at Electro, "Alright Electro, here." He throws the emerald to Electro, who was able to catch it. "Thanks Sonic, now here's your reward!"

He then kicks Amy off the tracks, "AMY!" Sonic dashes towards Amy, but Electro zaps him back as he drops down next to the downed hedgehog. "Gotta be a little faster than that if you want to save the girl."

Sonic watches in horror as Amy is falling to the ground, but then is relieved when he sees Spider-Man catching her in the nick of time. "Whew, just made it!" He then lands as he gently drops the unconscious Amy to the ground.

"Thanks Spidey! I owe you one!" Sonic shouts from the distance.

"Spider-Man!?" Electro asked as he turns to see his hated enemy.

"Hey, Electro, how are you doing? Did the doctors call you to this dimension to find the emerald, or was it to fix their electricity? I mean you are a walking power plant, and with you here, they don't have to worry about paying the electric bill." Spidey babbled.

"Shut up you wall-crawling nuisance! In fact, let me do that for you!" He then brings out a blue ISO-8 crystal and starts to absorb it power. The energy around the park is going haywire as Electro absorbs all the energy. His entire body then transforms from his usual green and yellow costume, to a being of pure energy, rocking an electrifying blue color.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Electro - Overload**

"Hahahaha! Now you can me, Ultimate Electro!" He shouted as he flies up to the air. He then shoots out electricity at the two heroes.

"Oh dude, pants! No one wants to see your junk." Spidey said as he covers his eyes.

"Keep laughin', bug boy! With the Enduring ISO-8 crystal, I can now absorb all the energy. ENERGY WITHOUT LIMIT!" Electro claimed.

Sonic shrugged, "And yet, still no pants."

Electro grunted, "You really starting to get on my nerves, you blue rat!"

That statement caused Sonic to growl, "Okay, first you kidnap my friend, and now you call me a rat! That's it pal, you're going down!" He then homing attacks Electro, but gets push back.

"Nuh-uh, remember, pure energy!" Electro maniacally laughs.

"Uh. Spidey, any bright ideas?" The hedgehog asked him. Before Spidey could answer, Electro attacks them again with some more lightning bolts, which they safe dodge. Spidey was able to web up Electro and throw him into one of the carnival table games.

"All right. If we want to beat Electro, we have to lure him to the ocean!" Spidey points to the ocean next to them. "Do that, and we can short-circuit his light bulb!"

They then see Electro rise up from the wreckage. "It won't be easy if we can't touch him!" Sonic said.

"That's why we should do this!" Spidey quickly webs up Sonic's fists.

"Hey, what's this for?" Sonic asks.

"With these web fists, we can easily touch Electro without getting fried ourselves." Spidey then webs up his own fists.

Sonic smirked, "Okay, I get it." Both of them then head towards where Electro is at.

"You two back for more butt-whooping!" Electro taunted them.

"No, we're here to change the light bulb on your head, Electro!" Sonic joked.

"Prepare to receive your electric bill!" Spidey also joked.

"I'm gonna fry you two for making those terrible jokes!" Electro then attacks the two but missed. Spidey then rapidly punches Electro, knocking him to the ground. Sonic then uppercuts Sparky right next to a chair. "You two…are gonna pay for that!"

"Sorry, we're too poor to pay the bill. Perhaps we can give you an IOU instead." Spidey joked.

"Hyuraaahhhhh!" Electro screamed as he charges at the two again.

* * *

"Amy! Amy, get up!"

"Ummm." Amy slowly opens her eyes to see Tails. "Tails, is that you?"

"Yes, it's me. I've been trying to wake you up ever since Spider-Man saved you."

"Spider-Man? Who's that?" Amy then has a realization as she quickly shakes Tails. "Sonic, where's Sonic!? The last time I saw him I was taken by a guy in a dark coat."

Tails stopped her from shaking him, "He and Spider-Man are fighting Electro as we speak. Look." He points her to see that the two heroes are battling against Electro.

"Sonic! I've got to help Sonic!" Amy then runs towards the battle.

"Amy, wait!" Tails calls out to her, but she doesn't listen.

* * *

Back with Sonic and Spider-Man, the two are still fighting Electro, dodging every attack that comes in near them.

"We're close to the ocean. Come on, Electro." Spidey said.

Electro stops chasing them. "I'm tired of you punks, it's time I should end this." He then raises up his arm into the sky.

"What is he doing?" Sonic asked.

"I have no idea. Maybe it's a sign that he surrenders." Spidey wonders.

Just then the clouds start to form some sort of vortex as it starts to crackle thunder and lightning.

"Take this. My new technique. IONIC STORM!" Electro then puts down his arm as a huge thunderstorm hit both Sonic and Spider-Man. The two of them are yelling in pain as they can't move and do anything. "AHAHAHAHAH! Yes, fry weaklings! Tonight, I win!"

"I don't think so, buddy!"

"Who said that?!" Electro asked as he sees Amy right behind him.

"You idiot. You ruined my date with Sonic!"

"Does it look like I care?"

"No, but I do!" She then hits Electro with her hammer at full force, but she receives the electric feedback coming from him.

Electro laughs, "Did you honestly think that it was a good idea to attack me directly, without anything to protect yourself?!"

In the thunderstorm, Sonic sees Amy attacking Electro, "A-Amy!"

Amy repeatedly attacks Electro, but still receives the electric feedback, "AHA, you better give up now before you get fried." Electro advises her.

Amy slowly gets back up, "I-I won't lose. Sonic never gives up, and I won't either!" She then, using all her might and anger, attacks Electro again with her hammer. Surprisingly, she was able to knock Electro to the ocean, dropping the chaos emerald on the ground next to her.

"Aaaaaaaaaaaaaaahhhhhhhhh!" Electro screamed as he entered the water, short circuiting him.

Because Electro was defeated, the Ionic Storm that was electrifying Sonic and Spider-Man disappeared, "Oh, we-we're still alive?" Spidey asked as he struggles to get up.

"Yeah I think so, thanks Amy…" Sonic stops as he sees Amy's hair all puffy and burned.

"What?" Amy asked.

"N-Nothing, Amy. Thanks for the save!" Sonic gives her a thumbs up.

"Anything for my boyfriend." She said.

"I told you, I'm not your boyfriend!"

"Well technically you are a boy, and you are her friend, so I guess you are her boyfriend." Spider-Man said.

"You are not helping!" Sonic angrily told him, while Amy is just laughing next to them.

* * *

Everyone gathers around as the police are looking for anyone hurt during the battle.

"So where's Electro?" Tails asked the heroes.

"Looks like he got away. The doctors must have picked him up before I went in to look for him." Peter said.

"Well, whatever. All that matter is that we have another chaos emerald." Sonic said.

"Yeah! We just have one more emerald to look for, and then we can get the one at G.U.N. HQ and finally take the fight to the doctors." Tails informed them.

"And then after that, me and Sonic can go on another date!" Amy happily says.

"Yeaaaaaah, no." Sonic said.

"All right fine, maybe next week."

Sonic groans as he hears Spidey and Tails laugh. "So where did that Peter guy go, I wanted to thank him for helping me get on a date with Sonic." Amy asked, looking around the place.

Sonic glares at Spidey as the web head looks at Amy, "I'm sure Peter is fine, Amy. He was probably helping out the people escape during the fight."

"Oh, well when you see him, tell him I said thanks." Amy said as she leaves them to go back home.

"You not gonna tell her?" Sonic asked him.

"Not today." Spidey said.

"Okay, well maybe I'll tell her then." Sonic shrugged as he walks away.

"You better not!" Spidey said as he catches up to Sonic.

"Well, think of it as pay back for leaving me with her."

"Oh, come on! I know you had a good time!"

"Oh the flight home is gonna be a long one, I know it." Tails face palmed as he follows the two arguing heroes back to the Tornado.

* * *

Back at the workshop, everyone is getting ready for bed.

"Hey Tails, have you seen Peter anywhere?" Sonic asked him.

"I think he's outside." Tails answered him.

"Wonder what he is doing outside?" Sonic wonders.

"He's probably still misses her Aunt May, hoping that he'll get back to his dimension soon before things gets worse over there."

"I'll go see him." Sonic then walks out the front door to see Peter sitting on the staircase. He then sits next to him, "Hey Pete, how'd you doing?"

"Great, except for the fact I'm still stuck here." Peter frowned.

"You must really miss your Aunt, huh." Sonic said.

"A lot. She's like the only family I have left. And if I'm not there, who else is gonna protect her from my enemies." Peter then looks even more depressed.

"Does your Aunt even know you're Spider-Man?" Sonic asked him.

"No, and honestly I don't know if I should tell her or not."

"Why not?"

"Because if I do, she could put herself in even more danger if she knows I'm fighting for my life every day. She would start to worry, and I don't want her to feel the same way when my uncle died, you know."

Sonic puts his hand on Peter's shoulder, "Hey look, if you want my advice, I suggest you tell her." Peter turns his head to look at Sonic, "I don't think it's a good idea not telling her who you really are, I'm mean what if one day you died as Spider-Man at a remote island and she thinks you are at some library studying, do you think that's a good idea?"

"No, I don't think so."

"Good, so maybe after all of this is over, and you get back to your dimension, you should tell her the truth." Sonic suggested.

Peter nodded, "I might do that, yeah."

The two of them then gets up, "Good, and I know she'll understand what you have to do." Sonic assured him.

"Yeah, I hope so." The two of them then give each other a fist pump before walking back inside the workshop.

* * *

 **Back at the Doctors' Base…**

The doctors are almost done building their ultimate doomsday robot as they now have completed their research on the Powerful ISO-8 crystals they were looking at.

"Ah hah, we did it!" Eggman shouted. "We were able to upgrade the Powerful ISO-8 crystal into the Masterful ISO-8 crystal!"

"Yes, and with it, our doomsday robot will become even more powerful than ever before!" Otto said. "But we still need the chaos emeralds if we want a sure, fire way of accomplishing our goals. The heroes already have five emeralds, and I hear that G.U.N. has one in their vault, that only leaves one chaos emerald left for grabs."

"And assuming whoever we sent to get the that chaos emerald fails, we will be seating ducks. Unless…" Eggman thinks.

"Unless what, Ivo?" Otto asked him.

Eggman then puts on his signature grin, "What if we steal the Master Emerald!"

"You mean the big emerald you told me about that's on Angel Island?"

"Of course!" Eggman said. "The Master Emerald is stronger than all the chaos emeralds, combined! Steal that, and our robot will totally be unstoppable!"

"But what if Sonic and Spider-Man intervene with the chaos emeralds? Assuming both of them use their power, we would still have a hard time defeating them."

"That is why we will send someone to get the chaos emerald at G.U.N. HQ while someone else steals the Master Emerald at Angel Island." Eggman said. "If the heroes go after the Master Emerald first for some reason, we would still have the last emerald in our grasp. They will try to get the last emerald here, and when they do, they would be ambushed by our doomsday robot, giving us the chance to grab their chaos emeralds."

"And if they go after the last chaos emerald, we would have the Master Emerald in our grasp." Otto said. "But that still doesn't solve the problem if they collect all seven emeralds."

Eggman then turns to his monitor, "That is why we will send our strongest robots after the last emerald, along with rescuing Sandman. Those fools will be surprised at the power of these new mechas, combined with the power of the Masterful ISO-8 crystals. They will surely be defeated!"

Then it was Otto's turn to grin, "And we can take the chaos emeralds they have in storage. This might actually work. With both the chaos emeralds, AND the Master Emerald, along with the ISO-8, we will truly be unstoppable!" He then opens up his dimensional transporter, "I'll go gather the remaining two members of the Sinister Six, then with all six members here, we can finally focus on beating those heroes once and for all!"

Eggman laughs, "Those fools won't know what'll hit them, AHAHAHAHAHA!"

As the two of them are sure their victories have been set, someone else has been watching them. Far in a dark dimension, there is an elderly woman watching them from her orb. "I've got to warn Spider-Man and the others what to do next, otherwise things might turn grim for both Earth AND Mobius.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Sonic: I'm Sonic, Sonic the Hedgehog. We were able to find the next chaos emerald at Altitude Limit, that is until a guy in wings decided to cramp our style.**

 **Spider-Man: That guy pretending to be a pigeon is actually Vulture, and apparently he brought a friend with him too. It almost looks like a doll version of Tails.**

 **Sonic: Wait, you mean Tails' Doll?! Uh oh, we could be in trouble!**

 **Spider-Man: What are you talking about? It's only a do-OH MY GOD IT GREW INTO A MONSTER!**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _The Vulture and his Doll Monster_**

 **Spider-Man: That's it. From now on, I'm never going to Toys "R" us after this.**

* * *

 **KFX here: So now you guys probably already forgotten who the mysterious woman was from the beginning from the story. Well now she's back, and you can probably already guess who she is. Well for those that don't know, just continuing reading, because she is going to be an important character in future stories. Anyways, be sure to leave a review and/or PM me about anything, because we are starting to approach endgame as the story starts to really get serious.**


	10. Act 7: The Vulture and his Doll Monster

_Act 7: The Vulture and his Doll Monster_

 **Back on Earth, at the Parker house…**

"So Peter isn't with you either, Mr. Stark?" May was asking Tony Stark through the phone. It has been two days since Peter has gone missing, and Aunt May is starting to get really worried for his nephew.

"No I haven't seen Peter since last week May, but don't worry. Me and the Avengers are looking for him as we speak." Tony said, trying to comfort her.

"The Avengers?! But you don't have to go THAT far, do you Mr. Stark?" May said.

"I know, but…Peter is really an incredible kid, one that you don't find a lot around here, and he's also my intern. So it's partially my responsibility to find him, even if I have to search the entire Earth for him." Tony told her. "And the Avengers don't mind looking for one kid, it's what we heroes do, and I'm sure Peter would understand."

"…Okay Tony, I understand. Just please find him." May said.

"We will, May. We will." Tony then hanged up. May put down the phone and went to go sit down. She then looks at a picture with her, Peter, and Ben.

"Oh Ben, what should I do? How do I know if Peter is safe?" May said while looking at the picture.

 _'_ _He is…don't worry Mrs. Parker…"_ A voice told her, startling the old woman.

"Who said that? Where are you?" May asked the voice.

 _'_ _My name is not important now, but I can tell you that Peter is in good hands."_

"You sure? How can I trust you?"

 _'_ _Let me show you…'_ Suddenly, a small projection opens up next to May, causing her to step back a bit.

"Wh-What is going on here?!" May asked confused.

 _'_ _Look a bit closer, and tell me who you see.'_

May takes a closer look at the projection to see Peter and two other animals eating breakfast. "It's Peter, but where is he and who are the other two with him, and why do they look like animals?"

 _'_ _Right now Peter is in another world helping these two to stop a crisis.'_

"A crisis!? But he's only 17, a junior in high school! What can he do to stop this crisis?!" May asked the voice.

 _'_ _Your nephew is more amazing than you realize. And I'm sure that when he comes back, he will tell you everything.'_ The voice then disappears.

"What, come back!" But the voice is already gone, leaving May even more confused than ever. "Oh what does she mean by 'he will tell you everything'? Was Peter hiding something from me, could he be…" She then shakes her head. "But it's not possible can it, I mean it does explain…oh I'm starting to get a headache. She sighed before going to the kitchen to get water. "Oh well, whatever is going on, at least I know he is alright, and judging from what I saw, he's having a great time, wherever he is."

* * *

 **Back at Tails' Workshop…**

The three heroes are enjoying a nice, peaceful breakfast before going out to find the last, remaining chaos emeralds. They were all enjoying some nice eggs and bacon that Tails cooked up.

"Man, that was some good eggs." Peter said after finishing his food.

Tails smiled, "Glad you liked it."

Sonic notices Peter's happy attitude, "You seem to be in high spirits, Pete."

Peter puts his plate into the sink, "Well of course. We're almost done collecting all the chaos emeralds, and I'm one step closer in getting home. Not to mention I actually had a great time exploring the world, I never had this much fun back on Earth."

Sonic then puts his plate into the sink, "Heh heh, well of course. That's what happens when you travel with me."

Tails got up from his chair, "So are you guys ready to find the remaining emeralds?"

"You bet!" Both of them responded. They all got ready to find the last two remaining emeralds.

* * *

 **BGM- Sonic Rush- Get Edgy (Sonic's version)**

The trio has arrived at Altitude Limit, a flying fortress filled with lasers, hang gliders, and rocket boards.

"So this flying fortress is where the next chaos emerald is at?" Spidey asked Tails on the Tornado.

"Yep, Sonic and Blaze were here before when Eggman and Eggman Nega were working together." Tails told him.

"Blaze and Eggman Nega?" Spidey asked.

"Just two people from another dimension. Blaze was the hero cat while Eggman Nega was the evil doctor, kind of similar to you and Doc Ock." Sonic said.

"And how did that adventure ended?" Spidey asked.

"Both of our dimensions were almost on the brink of destruction, no big deal."

"NO BIG…you know what, never mind." Spider-Man said before his spider-sense started tingling. "Aw great, now what?" He then turned to see an old man in a green, flying suit coming at them at full speed.

"Tails, do a barrel roll!" Spidey instructed.

"Got it!" Tails move the plane out of the way from the flying man. "Who was that?"

"Is it someone else from the Sinister Six?" Sonic asked Spidey.

"Yeah, that's Adrian Toomes, the Pigeon." Spidey said.

"THE VULTURE, have you already forgotten my name, Spiderman!?" Vulture asked.

"No I haven't it, Birdman!" Spidey joked.

Vulture growled, "I'm gonna knock you out of the sky while my associate finds the emerald!"

"Your associate? You mean Mysterio?"

"No, but someone else MUCH more terrifying." Vulture smiled. "Meanwhile, I'm gonna have some fun with you with my Spry ISO-8 crystal!" He brings out his green ISO-8 and absorbs its power. After he has done that, he vanished.

"Hey, where did Birdman fly off to?!" Sonic asked.

"I'm right here." Vulture teleported on top of the Tornado, knocking the two heroes into the fortress.

"Sonic! Spider-Man!" Tails yelled out as Vulture flies off to attack them again.

As the two heroes are falling down to the fortress, Sonic sees some grind rails, "I got an idea! Spidey, you see those grind rails?"

"Yeah!"

"Let's ride them!"

"Okay, but if my shoes start breaking apart, I'm blaming you." The two then reposition themselves to be able to grind on the rails. "WHOOOOOOOAAAA!" Spidey yelled as he and Sonic are grinding on the rails, away from the Vulture.

"You fools can't escape me!" Vulture yelled out as he throws his feathers at them like they are daggers. The two dodged them as they switched rails.

Spidey turned his head at Vulture, "Can't catch us, Birdman!"

Vulture became more and more agitated, "VULTURE, YOU KNOW MY NAME IS VULTURE, YOU'RE DOING THAT ON PURPOSE!"

It was Sonic's turn to turn his head, "Do what, Birdman?!"

They then stopped grinding as they see a hang glider and an air saucer next to them.

"Okay, I'll take the air saucer, while you take the hang glider." Sonic suggested.

"Aw, but I want the air saucer." Spidey said. He then sees Vulture coming closer. "Aw right, hang glider for now, then next time I want to be on the air saucer."

"Deal!" Sonic then takes off on the air saucer while Spidey takes off on the hang glider. They then turn around to fight against the Vulture. "Hey Vulture! Let's see who really owns the sky!"

"It will certainly not be you two!" He then teleports right next to Sonic, but the hedgehog was fast enough to jump in a nick of time and homing attack Vulture. He then jumps right back up to his air saucer.

"My turn!" Spidey turned his hang glider towards Vulture, but the old man teleported before Spidey can web him up. "Oh no, that won't work on me!" Using his spider-sense, Peter anticipated when the Vulture will strike. He turned around and webs Vulture in the face, who appeared right before he could attack. He then punches Vulture right in the face.

"Aaaaaaaaagggghhh!" Vulture screamed.

"Hey Spidey, let me feed the Vulture some more!" Sonic told him.

"Sure, give him the best seeds you have!" Spidey said.

"You got it!" Sonic then jumps up, forming a wind in his hand. "Take this, SONIC WIND!" He then throws his concentrated wind at the Vulture, knocking him down to the big, wide arena down below. The two heroes land right next to the Vulture.

"Sonic Wind? You actually shout out your attack name." Spidey asked him.

"What, don't you do that?"

"Admittedly I do. I usually shout out Crawler Assault or Ultimate Web Throw sometimes. But anyways…" They stand next to Vulture, "I believe we're done here, birdbrain,"

"Urgh." Vulture grunted until he saw something close to him. Apparently it's a small doll and a white chaos emerald. "Aha, the emerald! Good job, Tails Doll!"

"Wait, did you say Tails Doll?!" Sonic shouted worried.

"Did he say Tails Doll?!" Tails also shouted from his plane worried.

"Tails Doll? That is your secret associate? Who knew an old man like you still plays with dolls." Spidey said while crossing his arms. He then turns around to see Sonic a bit shaken, "Sonic, what's wrong? You seriously scared of this doll?"

"A bit, yeah. I remember the last time I met with this doll." Sonic starts explaining, "It was during a little race with me, Tails, Knuckles, and even Amy. Eggman decided to race too, along with Metal Sonic, Metal Knuckles, and…that thing." He points to the doll. He then shivers, "I remember each time I pass through it during the race, I just have the urge to shiver."

"Well it's still just a doll. So while you stay there, I'M gonna grab myself an emerald." Spidey said as he walks towards the doll.

Vulture has a small smile, _"You have no idea what you are getting yourself into, Spider-Man."_

 **BGM- Spider-Man Shattered Dimensions OST - VS. Vulture - Scavenger**

Spider-Man gets closer and closer to the doll, "Seriously, I doubt this doll can cause any real trouble. Unless it turns to the Hulk, I'm not scared." As he is about to grab the emerald, his spider-sense starts tingling, "Ooookay, why is spider-sense going nuts?! It can't be from this doll, can it?"

Just as he finished saying that, the doll starts to float in the air, "Something tells me this isn't good." Spidey said as he steps back. Suddenly the doll slowly starts to change: it becomes bigger, more organic like, more monstrous, looking less and less of a resemblance of Tails.

"Uh, this is new…" Sonic said as his eyes widen at the current situation.

Then, the monster doll sprouts tentacle-like appendages, and a large vertical mouth at the center of its body surrounded by two layers of sharp teeth, with its control gem and the chaos emerald sealed in what appears to be its mouth. Spidey's eyes have also widened as he is now facing what appears to be a monster as it starts to roar in its face, leaving some of its saliva on the web-head's costume. "Alright, from now on, I am NEVER going back to Toys "R" us again!" The monster swipes Spider-Man with one of its tentacles, knocking him back to Sonic.

"Spidey, you okay?!" Sonic checks on his friend.

"Yeah, I'm fine." He then gets back up, "Why didn't you tell me this thing can transform into… THAT?!" He points at the monster doll.

"Because I didn't know! The doctors must have upgraded it!" Sonic told him.

They then turn around to hear the Vulture laughing, "Yes, thanks to the Precise ISO-8 shard on its head, Tails Doll has now transformed into the Monster Doll!"

The Monster Doll roars again as it tries to attack the heroes once more. Meanwhile, the Vulture flies back up, "Ha, now to help Monster Doll to finish you two off for good."

"Not today, Vulture!" The bird turns around to see Tails in his Tornado trying to shoot him down.

"Insolent brat! Only I get to rule the skies!" He then flies towards the plane as the two start to have their sky battle.

Meanwhile, Sonic and Spidey are trying everything they can to fight off Monster Doll. They managed to get on top of its back and try to attack it, but nothing they do won't scratch it.

"Darn it, this thing's armor is too tough!" Spidey said as he repeatedly punches the Monster's back.

Sonic homing attacks everywhere, but it also proves to be ineffective, "My homing attacks don't work either, we need something stronger to break through its armor!"

While on its back, the monster tries to attack it with one of its tentacles, but they dodge it in time, "Sonic, I might have a plan! Let's try a team attack!"

"Like what?!"

"Just do what I say! Now, jump!" The two jump very high in the sky, out from the Monster Doll's reach. "Now, get into a spin dash position!" Spidey instructed.

"You got it!" Sonic gives a thumbs up before going into Spin Dash mode. Spidey uses his web shooters to web up Sonic into a giant web ball. They both land a few feet from the monster.

"Alright, Monster Barbie! Take this, Super Web Fast-ball Special!" He spins around a few times to gain speed, and then throws the webbed up Sonic through the monster, leaving a gaping hole in its chest.

Sonic breaks free from the webbing, "Alright, that was great!" He then notices the monster regenerating, "What!? It's repairing itself!?"

"He must be using the Precise ISO-8 shard to repair itself!" Spidey said. "If we can locate and destroy the shard, we should be able to stop this thing!"

"But the shard and the chaos emerald are stuck in its mouth, how are we gonna get it to open?!" Sonic asked him, while also dodging some more attacks from the monster.

"It must have some sort of port around its head." Spidey whispers to himself, "If we can hack its programming, that may give us the chance we need. But we need something to hack it with." He then gets an idea. "The Miles Electric." He then brings out his phone, "Tails, where are you?"

"Hold on a moment!" Tails told him as he is still fighting the Vulture in the sky. "Give me a few more seconds, and…" He fires some rocket launchers at the Vulture's wings, knocking him down. "I did it! Who rules the skies now?"

"Cuuuuuurrrrsssseeeee yoooooooooou!" Vulture screams as he hits the pavement.

"Alright Spidey, what do you need?"

"I need the Miles Electric; can you toss it to me?"

"Hold on, let me try to find you." He looks around a bit to see Spidey and Sonic dodging the Monster Doll, "I've found you!"

"Great I see you! Now toss it to me, hurry!" Spidey urges him. Tails throws the Miles Electric close to Spidey, which he was able to catch thanks to his webbing. "Sonic, can you distract it for me for a bit?"

"Sure, just hurry!" Sonic runs around the monster, taunting it, "Come on you ugly version of the Biolizard, try to catch me!"

While Sonic is distracting the monster, Spider-Man hops onto its back head, "Come on, let's hope this works." He then takes out a plug and jack into the monster's port.

The monster screams in pain, " **INTRUDER IN THE SYSTEM! PURGE! PURGE!"** The head then opens up the ISO-8 shard and the chaos emerald.

"Now Sonic!" Spidey yells at him.

"Got it!" Sonic jumps up and spin dashes through the head, retrieving the chaos emerald and Tails Doll. "Gotcha ya, you stupid doll."

"Alright, now destroy the ISO-8!"

Sonic rips off the ISO-8 shard from Tails Doll's head, destroying the monster robot completely. He then stomps on the shard and throws Tails Doll into one of the lasers below, finally getting rid of that accursed doll.

Sonic wipes away the dust from his hands, "And that takes care of that."

Spidey approaches him, "I hope I never see something like that back home."

Sonic nods, "Agreed. Something like that should never exist in any dimension."

They see Tails land the Tornado next to them. The fox hops out of the plane to greet the two, "Good job you guys. Glad to see that monster version of me is finally gone."

"You said it. Now where is birdbrain?" Sonic asked.

They all walk to where they see a weakened Vulture, who lets out a small laugh. "What's so funny?" Spidey asked him.

"Ha, you guys think you've won. The doctors are almost done with their weapon, and soon both of your worlds are doom. There is nothing you three can do to stop them." Vulture told them.

Spidey walks up to him, "We'll see about that, but for now, you're done." He then punches Vulture in the face, knocking him unconscious. He then webs him up so he won't escape for a while.

"Well, I guess it's time we head to G.U.N. HQ to get the last emerald." Sonic said.

"And after that, we can locate the doctors' base and stop their plans." Tails added.

"Right." As they all head back towards the Tornado, Spidey suddenly hears a voice in his head.

 _'_ _Spider-Man, you and your friends must go to Angel Island immediately. There is trouble afoot there, hurry!"_

"Wait, what?" Spidey asked confused.

"Spidey, what's wrong?" Sonic asked his confused friend.

"Some voice in my head was telling me to go someplace called Angel Island." He told them.

"Angel Island, why would we need to go there?" Tails asked him.

"Are you sure you didn't take any brain damage?" Sonic asked Peter.

"I'm sure I'm not going crazy. In fact, it was the same voice that told me to go Warehouse 95 and find the dimensional transporter that got me here in the first place." Peter explained.

"Well, if this voice wants us to go to Angel Island, then I guess we should head there." Sonic said.

"It would make sense for the doctors to go to Angel Island, I mean it does have the Master Emerald." Tails said.

"The Master Emerald?" Spidey asked.

"Short version: it's a giant, green emerald that is stronger than all the chaos emeralds combined. It can even neutralize the emeralds' power." Sonic explained.

"Then I guess we should head there now. There's no telling what the doctors might have in store for it." Spidey told them.

Sonic and Tails nodded in agreement as they all head towards the Tornado to go check if the Master Emerald is okay.

* * *

 **Back at the Doctors' Base…**

Otto was checking his monitor to check up on the Vulture and his mission, "Hmmm. According to my sensors, Vulture and Tails Doll have failed to retrieve the emerald, just as you've expected, Ivo."

"Hehe, now let's commence our plan." Eggman then pushes a button that opens a door behind them. It reveals two robots: a blue, short robot that resembles Sonic, and a tall, red and blue robot that resembles Spider-Man. "Metal Sonic and Mecha Spider-Man, our ultimate robot slaves, powered by the Masterful ISO-8 crystals. These two battlebots are definitely superior to the original in EVERY way, has all their techniques and their original strength level, but times 100!"

Otto walks up to the two robots, "We've definitely out did ourselves, Ivo. It really has been a pleasure working with you.

"I could say the same thing to you. You have been the best partner I've had since the time I teamed up with another version of me. You really are amazing, Otto."

The two shake hands for a job well done, "Thanks, Ivo. Now shall we begin."

Eggman smiles, "For our ultimate plan to dominate both worlds, of course." He then turns to the two battle robots, "You two, you know what to do! Raid G.U.N. headquarters and retrieve the chaos emerald from them, along with Sandman! And if anyone tries to get in your way…"

"…eliminate them." Otto finishes.

The two robots nod in agreement as they fly off to G.U.N. HQ, as the two doctors laugh maniacally, thinking that their plan will succeed.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, this is me Spider-Man. We decided to go check out Angel Island to see if the Master Emerald is okay.**

 **Sonic: Hey, it's Knuckles. How you been, buddy?**

 **Spider-Man: Sonic, don't go near him! He's seems off.**

 **Mysterio: How observant you are, Spider-Man.**

 **Spider-Man: Mysterio? What are you doing here, and what twisted illusion did you send us into?**

 **Mysterio: This…is no ordinary illusion.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _The Fishbowl, the Knucklehead, and the Metal Knucklehead_**

 **Sonic: So we have a fishbowl and a metal knucklehead to fight. This day couldn't have gotten any weirder.**

* * *

 **KFX here: Sorry this was a bit late, but here's the newest chapter. We are definitely approaching endgame, so sit tight and hang on, because the next few chapters might get a little crazy and intense.**


	11. Act 8: The Fishbowl and the Knuckleheads

_Act 8: The Fishbowl, the Knucklehead, and the Metal Knucklehead_

 **BGM- Sonic 3 and Knuckles- Angel Island Zone Act 1**

The team is close to arriving at Angel Island, home of the Master Emerald, and a very gullible Echidna. They are checking to see if the Master Emerald has been stolen, but luckily the island is still afloat.

"Good. The island is still in the air." Tails said as he is flying closer to the island.

"That probably means that the enemy hasn't arrived yet, or we're in for a trap." Spidey said.

"Well if someone were to invade the island, Knuckles would usually be the one to stop them." Sonic said.

"Who's Knuckles?" Spidey asked.

"He's an Echidna, the last of his kind. He's the one that usually guards the Master Emerald, but he hasn't done much of a good job at protecting it." Sonic explained to Spider-Man.

"And why is that?"

"The guy is strong, but he is VERY gullible. Half of the time we meet up we always fight, and it's usually because Eggman tricked him to do his dirty work."

"Wow. Can't imagine him doing a good job at being a security guard for S.H.I.E.L.D." Spidey said.

Sonic laughs, "I can imagine, and it would be hilarious."

As the two laugh, Tails is about to descend into the island, "Alright guys, we're closing in!" Tails told them as he descended into the huge island. Unknown to them, a certain red Echidna is watching them, with an evil smirk on his face.

* * *

The trio are walking a lush, tropical jungle on the island, surrounded by waterfalls and trees with coconuts.

Sonic whistles, "Angel Island, what a peaceful place."

"I know. I've never seen a place like this so beautiful, or peaceful." Spidey said as he looks around the waterfalls. "Man, I wonder if Asgard is this beautiful."

"Asgard?" Tails asked the spider hero.

"It's another realm in my world, the home of my friend Thor, the God of Thunder." Spidey explained.

"Wow, never knew you were friends with Gods."

"Well the guy can be a bit brash, but he is really powerful, and pretty nice once you get to know him."

"We really need to visit your world after this." Sonic walks up to them. "Imagine the kinds of adventure that await us there."

"Trust me, you might get more than you bargain for." Just then, Peter's spider-sense starts tingling. "Guys, I think we may have some company!"

As the trio get into battle position, they are surprised to see a red Echidna coming out from the bushes. Sonic and Tails recognize the figure, "Knuckles!"

 _"_ _So that's Knuckles, huh. But why is spider-sense still tingling?"_ Peter thought.

Knuckles walks up to them, "Hey guys, what's up?"

Sonic walks up to his red rival, giving him a bro-fist, "Nothing much, just here to see if you're okay."

"Why wouldn't I be?"

Sonic glares at him, "You seriously want me to bring out a list of what happened in the past?"

Knuckles shakes his head, "…Let's not start that now." He then turns his head to Spidey, "So who are you supposed to be?"

Spidey crossed his arms, "Just your friendly, neighborhood Spider-Man."

"So why are you guys here?" Knuckles asked.

Tails decided to explain the situation to him, "We're here to see if the Master Emerald has been stolen by Eggman and Doc Ock."

"Who's Doc Ock?"

"He's a villainous doctor from my world who has teamed up with Eggman to conquer both our worlds." Spidey explained, still crossing his arms.

"Well, as you can see, Angel Island is still floating, so there is no danger here what's so ever. So you guys can go back and search for the chaos emeralds or something." Knuckles said as he pushes them back to the plane.

"Okay, okay. Don't need to be so pushy about it." Sonic said, which made Knuckles stop.

"Well, it's been nice seeing you guys again. Now go back and do something else, will ya."

"Okay, I guess." Tails said unsure.

"Come on guys, looks like Knuckles here wants to be left alone." Sonic said, waving at the other two to follow him. "Let's go to G.U.N. HQ and get that last emerald."

As the trio starts walking back, Spidey is still in deep thought, _"Something is definitely wrong here. Not only is my spider-sense is going bonkers, that Knuckles guy is acting really strange, like he doesn't want us to stay here very long. Maybe…"_ He then stops moving and webs up Knuckles, pulling him down hard to the ground.

Sonic and Tails are shocked on what they witness, "Spidey, what's the deal?! I know Knuckles can be a jerk, but you don't have to attack him like that!"

"Hold on, something about Chuckles here isn't what it seems." Spidey assured both of them.

"What makes you say that?" Tails asked him. But then he sees Knuckles start to get up, but now part of his face looks more…metallic. "Um, something tells me that isn't Knuckles."

"As I figured, that isn't Knuckles, but a robot version of him." Spidey said.

"How did you know he was a fake?" Sonic asked him.

"Spider-sense remember?"

Sonic face palmed, "Keep forgetting you have that." He then turns his attention to the robot Knuckles, "Alright you bag of bolts, what have you done with Knuckles?"

The robot grunts, " **HMPH, I WOULD LIKE FOR YOU TO REFER TO ME AS: METAL KNUCKLES!"**

"Who cares what you are called!" Sonic said angrily. "What have you done with our friend?!"

"Easier there, blue one." A voice told him. "Your friend is a bit…knocked down at the moment."

"Who said that?"

Then, out of a puff of smoke, a guy with a fishbowl and a cloak appears next to Metal Knuckles, "Me, of course."

Spider-Man recognize the person, "Mysterio, I knew we were gonna run into each other!"

"Yes, it has been a quite a while since our last encounter." Mysterio said.

"As much as I would like to punch that fishbowl of yours, tell me why you're here, and where is Knuckles!?" Spidey demanded.

"You should already know the answer to why we are here, Spider-Man."

"To take the Master Emerald?" Sonic asked him.

Mysterio laughs maniacally, "Of course. With the Master Emerald's power, we are gonna conquer both worlds, with the likes of you three cannot stop! And as for your red friend, let me take you there!" He then raises his hand, with a purple ISO-8 crystal in his hand.

"It's another ISO-8 crystal!" Tails shouted.

"Yeeessss…" Mysterio said. A tornado then forms around him, getting bigger and bigger as it starts to consume the entire island, "…and with this Focused ISO-8 crystal, I shall turn this entire island, INTO MY UTOPIA!"

The tornado begins to change everything as the heroes try to cover themselves from the wind.

"Whoooooooooaaaaaaaaa!" They all screamed as they start to disappear, with the only one laughing being Mysterio.

* * *

 **BGM- Sonic Advance 3- Chaos Angel Act 1**

"Uhhhhh…" Spidey said as he and the others get up, "Where are we? Are we still on Angel Island?" He then looks around his environment as he notices what appears to be Egyptian hieroglyphics which are written on the walls. "This isn't Angel Island."

"No, but…it does look familiar." Sonic said as he looks at the walls. He then looks outside to see island's sky has become bleak and frequent thunderstorms rage in thick clouds, "This place…we've been here before."

"Now that you mention it, didn't we come here when Eggman used chaos control that affected the entire world?" Tails asked Sonic, reminding him of one of their previous adventures.

"Yeah we have. But how did we get here?" Sonic asked the two.

"It must be Mysterio's doing." Spidey answered. "He must have used the ISO-8 to transform Angel Island into this more chaotic version of itself."

"This ISO-8. It certainly has the power to do anything." Tails said as he observes the environment. "Just one crystal can change this entire island, it might even rival that of the chaos emeralds."

"Then that just means we need to stop the doctors as fast as possible." Sonic said. "But first we need to find Knuckles and stop Mysterio and his metal puppet."

Spidey nods, "Agreed. He must be headed towards where the Master Emerald is. We have to hurry."

"Right!" Both mobians said as they all go through this twisted version of Angel Island.

The trio has explored all of the island, all while dodging rolling boulders, chambers with closing walls, and large stretches of bottomless pits with falling platforms. After overcoming all those obstacles, they are finally approaching where the alter is.

"Are we close to the alter?" Spidey said while web swinging.

"It should be just ahead." Tails replied. They then stop to see a familiar red Echidna on the floor, beaten. "Hey, it's Knuckles!"

As Tails approaches his fallen friend, Sonic stops him, "Hold on there, little buddy. That could be Metal Knuckles pretending to be him again."

"No, it isn't him." Spidey said as he walks towards Knuckles.

"How can you be…" Spidey then points to his head, "Oh right, spider-sense, got it."

Spidey rustles Knuckles to get up, "Hey, knucklehead, get up!" He then hears him groan, "Heh hey, you're awake."

"Where…" Knuckles gets up to see Spidey and his friends, "Sonic! Tails! What are you guys doing here?!"

"We're here to help with your job. Again." Sonic glare at him.

Knuckles scratches his head nervously, "Yeah, sorry." He then turns to Spider-Man, "Who are you supposed to be?"

"Spider-Man, at your service." He offers his hand to Knuckles.

"Knuckles the Echidna." The guardian shakes his hand. After that, he observes his surroundings. "What has happened to my island?"

"A guy with a fishbowl for a head named Mysterio did this, along with your robot counterpart." Spidey told him.

Knuckles punches his fists, "Ah, so it was him that knocked me out. I was out doing a little treasure hunting around the island when that imposter struck me from behind, knocking me unconscious." They then hear something approach them, "Speak of the devil, here he is now."

Metal Knuckles lands next to the heroes, getting into fighting position, **"YOU WILL NOT STOP US FROM STEALING THE MASTER EMERALD!"**

Knuckles growls, "You are not stealing the Master Emerald, you hear me you imposter!" He then looks at the other three, "You guys go stop this Mysterio guy while I handle faker here."

"I'll help too." Tails said as he walks up to Knuckles.

"You sure, Tails?" Knuckles asked him.

"You are gonna need some help with this one." Tails brings out his Miles Electric, "From my readings, he appears to have some sort of Strong ISO-8 shard with him, making him much stronger."

"I don't know what this ISO-8 is, but I am sensing energy from this tin can that's similar to the chaos emeralds." Knuckles said.

"Alright. While you guys take care of metal knucklehead here, me and Spidey will go after Mysterio." Sonic told them.

Tails and Knuckles agrees while the two heroes get past Metal Knuckles and move closer to the alter, "Alright Metal Me, bring it on!" Both Knuckles and Tails dash towards Metal Knuckles as their fight ensues.

* * *

 **BGM- Sonic Advance 3- Chaos Angel Boss**

Knuckles punches his metal counterpart in the face, but it barely left a dent on him. Tails summons his red arm cannon and fires an energy ball at him, but metal monster deflects it, but it gave Knuckles enough time to tackle him into a pillar.

"Take that, you walking soda can!" Knuckles said as the robot gets up. The metal man punches the ground, causing it to split and distract the two heroes. He then super glides into Knuckles, knocking him into a pillar.

"Knuckles!" Tails shouted. He then sees the robot coming for him with his right hook, but the fox was able to knock him back using what appears to be a boxing glove attached to a spring-like object from his weapon. "I'm not so defenseless, am I?

The robot shakes his head, now even more angry as it starts to glow red, "That doesn't look good!" Tails said as he sees the robot shoots out a giant missile from its chest and at Tails. He was able to dodge it, but the explosion knocked him back into the ground. The robot prepares to attack him with another missile, but Knuckles lifts up a giant rock from the ground and throws it at the robot, causing it to get hit with its own missile.

"That one was for Tails!" Knuckles declared, but the robot still wouldn't stay down. The two knuckleheads then start to throw rapid fire fists at one another, but the robot was starting to take the advantage in the clash. Just before he could deliver one more punch, he is then shot in the back thanks to Tails.

"Gotcha ya." The kid said.

"Good job, Tails! Now time to finish this!" Knuckles punches the metal knucklehead so hard that it dazes him. While its distracted, Knuckles summons all his strength as he gets surrounded by small, purple orbs. "Now then, how do you like this!?"

As the robot is about to attack, it is tangled up by Tails' weapon that acts like a grappling hook, "Hold still so Knuckles can dismantle you! Come on, do it!"

"Hold on…got it!" Knuckles finish charging up as he is surrounded by a pulsing red and purple aura, "Now then take this. MAXIMUM HEAT KNUCKLES ATTACK!" Knuckles charges at Metal Knuckles at blazing speed, going through the robot, finally destroying the metal imposter. "Ha, how do you like that? There can only be one Knuckles, anymore and they get smacked!" He says as he punches his fist. He then walks up to Tails, "Good job there, Tails. You've really improved in your fighting skills."

Tails scratches his head, "Well I'm still not on the level as you, Sonic, or even Spider-Man. But that's enough about that."

"Yeah, let's go help the other two." Knuckles said as they both go to help out Sonic and Spider-Man.

* * *

Meanwhile, Sonic and Spider-Man have arrived at the Master Emerald alter.

"There it is!" Sonic said while pointing at the giant emerald.

"So that's the Master Emerald." Spidey said as he stares at it. "But where is Mysterio?"

"I'm here!" They hear a voice as the ground starts to shake up. As it does that, Mysterio appears from behind the emerald, now even bigger than ever.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Mysterio - Arcane God (Amazing)**

"Mysterio, don't you have a big enough fishbowl already. Are you planning on actually buying fish for the thing?" Spidey joked.

Mysterio laughs, "Ha, keeping joking, Spider-Man. I now have the power to crush you both. Now watch my greatest performance yet!" He then summons a dozen of purple, demon like monsters right next to the heroes.

"What, that's your big power? Pathetic." Sonic said not impressed.

"I don't expect you to understand art, my blue friend. Now attack, my puppets!" Mysterio orders his minions to attack the heroes.

Spidey punches a couple in the face and then webs up another as he throws them into a couple more, "Strike!"

Sonic spin dashes through some of the monsters, causing them to disappear into nothing, "Sheesh, thought these guys would be tougher." He then turns around to see Mysterio hurl some dark energy balls at him, "Whoa!" Sonic was able to dodge them just in time.

"Never underestimate the power I now possess." Mysterio said in a cold tone. "Behold! More of my power, AHAHAHAHA!" He summons some purple orbs on the stage.

"What are these for?" Spidey asked.

"Just watch, Spider. You may recognize a few of them." Mysterio told him. Just then, purple versions of past enemies of both Sonic and Spidey appears. In Spidey's case, its Venom, Ultimate Green Goblin, and the Juggernaut. In Sonic's case, it's Metal Sonic, Mecha Sonic, and Silver Sonic.

Spidey sighed, "Great, just what I needed, more of my fan club wanting to kill me, now they are coming in purple." He then shoots some webs at his rogue's gallery, causing them to get distracted as he delivers a punch at each of them.

With Sonic, he and his robot counterparts are fighting each other at full speed, almost at a blurry, "Come on, fakers. Show me what you got!" He smiled until Mecha Sonic punches him in the face, knocking him down. "I guess I deserved that." He gets up to hear Spidey scream in pain, "Spidey!" He turns to see Spidey getting bear hugged by the Green Goblin.

"Damn it, Norman. I don't…need a hug now." Spidey tries to break free but the Goblin keeps on crushing him.

"Hold on Spidey, I'm coming!" He tries to head towards Peter but is stopped by Metal Sonic with his black shield, "Get out of my way. What will it take to get rid of you guys!?" He then looks at the purple orbs on top of their heads. "I got an idea."

Sonic proceeds to homing attack each of the purple orbs that are floating on top of each robot, destroying them. The robots start to disappear as Mysterio starts to receive damage, "Ha, that did the trick. Spidey, try to destroy the orbs!"

"On it." He said. He manages to gain the strength to escape the Goblin's hug. "No more hugs from you." He then gets tied up by some black webbing thanks to Venom as he sees the Juggernaut charging at him. "Nope. I'm not in the mood to be charged by the Juggernaut." The spider-hero uses grab a hold of the black webbing, hurling Venom towards Juggernaut and the Goblin. "Now while you kids sleep tight, I'm gonna destroy your night lights." He then proceeds to punch the orbs, destroying the ghost versions of his enemies as Mysterio receives some more damage.

"Aaaaaaaaaarrrrgghhh!" Mysterio screams in pain. Spidey then shoots two web lines at his giant fishbowl, "Alright Mysterio, let's take a closer look at that giant fishbowl of yours." He then yanks Mysterio into his fist a couple of times, slowly breaking the glass with each punch, until finally…

"Hey Sonic, want to finish this one off?!" Spider-Man asked him.

"It would be my pleasure!" As Spider-Man yanks Mysterio towards him one more time, Sonic launches a powerful homing attack on his dome, finally defeating Mysterio. As Mysterio starts to shrink, the island starts to change back into its more beautiful self.

"Uhhhhh." Mysterio said as he lies on the ground.

"Yes!" Sonic and Spidey give each other a high five as Knuckles and Tails approach them.

"Good job guys. It would seem that defeating Mysterio helped turn back Angel Island back to normal." Tails told them.

"Thanks guys. Now let's knock this guy out." Knuckles said. As he is about to punch Mysterio, the Arcane master disappeared in a puff of smoke. "What! Where did he go?"

"He must have escaped back to the doctors." Spidey thinks.

"Well whatever. I'm just glad the Master Emerald is safe again, thanks to you guys." Knuckles thanks them again.

"Heh, well if it wasn't for Spidey here, we wouldn't even bother coming here in the first place." Sonic said as he points to Peter.

"Well you could actually thank the lady that was in my head before. She was the reason we came here before going to G.U.N. HQ." Spidey said.

"Why were guys going to G.U.N.?" Knuckles asked.

"G.U.N. has the last emerald with them. We're gonna need it if we want to stop Eggman and Doc Ock." Tails told him.

"I'm guessing this Doc Ock is your enemy?" Knuckles asked Spidey, which he responded with a nod. "Guess that means you are from another dimension, and if those two doctors are working together, then that's not good."

"No it isn't." Spidey agreed with him.

Suddenly, Tails gets an emergency call from Rouge on his Miles Electric, "Rouge, why is she calling me?"

Knuckles looks away, "I doubt its anything good, for me at least."

Tails answers the call, "Rouge, this is Tails. What's going on?"

 _"_ _Tails, I'm glad you answered. Are you with Sonic and that Spider-Man guy Shadow told me about?"_

Sonic and Spidey walked up to talk with her, "Yeah, we're here Rouge. What's going on?"

 _"_ _We're being attacked by some robots that look like you and Spider-Man. We believe they are here to steal the chaos emerald, along with that Sandman guy. Shadow and Omega are trying their best to hold them off, but we need help FAST!"_

"Don't worry Rouge! We're on our way!" Spidey told her before she hangs up. "We need to get to G.U.N. HQ on the double. Knuckles, do you want to come?"

"I don't know…I need to stay here and protect the Master Emerald in case it might get stolen again." Knuckles told them.

 _"_ _Don't worry, Knuckles. Leave it to us."_ A female voice said.

 **BGM- Sonic Adventure- Theme of Tikal**

"Who…" Just then, a glowing red orb appears out of the Master Emerald and forms into a young female Echidna, along with a puddle of water which forms into some sort of water monster.

"It's Tikal…and Chaos!" Knuckles said.

"Who are these two?" Spidey asked.

 _"_ _We're beings who live inside the Master Emerald for centuries now."_ Tikal told him. _"Knuckles, leave the Master Emerald in Chaos' protection. You must go help them out."_

"But why are you guys here?" Sonic asked her.

 _"_ _A wise and old lady told us to help out while you four go retrieve the last emerald."_ Tikal answered him.

"'A wise and old lady.' It must be the same person who talked to me before. Do you know who she is?" Spidey asked the young Echidna.

 _"_ _Not much, except for the fact that you and Sonic will be important soon in the coming battles, along with your friends. Now go, and save our worlds!"_ Tikal told them, with Chaos nodding in agreement.

"Well, you heard the girl. Let's go help out our friends at G.U.N." Sonic said.

"Right, let's go guys!" Spidey said as they all head back to the Tornado, leaving Tikal and Chaos with the Master Emerald.

 _"_ _Good luck heroes because from now on, two worlds rest in your shoulders."_ Tikal said as Chaos looks up into the sky.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Sonic: I'm Sonic, Sonic the Hedgehog. Two robot versions that look like me and Spidey have attacked G.U.N. HQ, and it would seem that they are after the chaos emerald.**

 **Spider-Man: Well we can't have that happen, can we? So what do you say, I take on your metal self, while you take on my metal self. Agreed?**

 **Sonic: Agreed. Now let's show these imposters who are the real Sonic and Spider-Man.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Assault at G.U.N. HQ_**

 **Sonic: Wow Spidey, never knew you were THIS tough.**


	12. Act 9: Assault at GUN HQ

_Act 9: Assault at G.U.N. HQ_

 **BGM-Shadow the Hedgehog- GUN Fortress**

After receiving the emergency call from Rouge, Spider-Man and his friends have gone to help out their GUN friends at their HQ. The GUN Fortress is G.U.N.'s top secret base, built in a series of underground caverns that houses their Mother computers.

"So this is G.U.N.'s top military base?" Spidey asked as they landed.

"Yep. It serves as the last stronghold for the planet when things get a bit…hectic." Tails said. "This place still hasn't fully recovered from the Black Arms invasion a few months ago, so it was probably too easy for the robots to invade here." Sonic said.

"Guys, look!" Knuckles told them as he points to all the destroy GUN robots and dead G.U.N. agents on the floor. "This is a complete massacre…"

Spidey clenches his fists, "Eggman. Octavius. They are going to pay for what they've done."

"Wait, do you guys here that?" Sonic said as they listen to the sound of an injured agent. "It's coming from over there." They all ran into some rubble as they see someone stuck behind it. "Don't worry. We got ya."

The four helped remove the rubble and see that it's the G.U.N. commander injured but alive, "It's about time you guys showed up." He said as he clenches to his injured arm.

"Hold on, sir. We got ya." Spidey helps get the commander back on his feet.

"Thanks, kid." He then looks at Spidey again, "So you're the Spider-Man, Shadow told me about."

"Yep, ready to kick butt and look good while doing it." He said.

The commander let out a small chuckle, "You really do act like Sonic, almost like if you two are related."

The two heroes look at each other, "There's nothing wrong with that, is there?" Spidey asked.

Sonic puts his hands behind his back, smiling, "No, not really."

"Anyways…" The commander grunts in pain, "You four need to get in there and help Team Dark. As you may already know, they're fighting robot versions of you two." He points to Sonic and Spider-Man. "They already have Sandman and the red chaos emerald with them."

"Anything else?" Spidey asks him for more information.

"Yeah. They might plan on destroying the Mother computers. If those are destroyed…" He grunts in pain again, "…we would be left defenseless."

"Don't worry commander, we'll make sure that'll never happen." Sonic assured him. He then looks back at his team, "Alright guys, let's go in!"

"Right!" They all said as they left the commander to go help out G.U.N.

"Good luck to you all." He says as he finds a place to sit.

* * *

They arrive to see Team Dark fighting against Metal Sonic and Mecha Spider-Man. Rouge and Omega are fighting against the Spider-imposter while Shadow is taking on Metal Sonic. Shadow kicks Metal back enough so he can meet up with the other heroes.

"What took you guys so long?" Shadow said as he crosses his arms.

"Nice to see you too, Shadow." Sonic said in an unenthusiastic tone.

"Well, we're here. What do you want us to do?" Spidey asked the black hedgehog.

"You and Knuckles here help me fight against Metal Sonic." Shadow point to both of them. Sonic, you go help out Rouge and Omega fight against Mecha Spider-Man. And Tails, make sure that the Mother computers doesn't get destroyed."

"Got it, Shadow." Tails said.

"Time to take out our fakers, right Spidey?" Sonic asked him.

"Of course. There can only be one genetic misfit, and that's me." Spidey points to himself.

"Alright, now let's move!" He said as he, Spider-Man, and Knuckles went to go fight Metal Sonic and Sonic went to go fight Mecha Spider-Man.

* * *

 **BGM-Spider-Man Web of Shadows- Boss theme**

Rouge and Omega are getting trounced by Mecha Spider-Man's speed and strength.

"Ugh. If this robot really is as strong as the real deal, then the kid must be tough." Rouge said as she drill kicks the robot, only to get punched back to the ground.

 **"** **NO ORGANIC LIFE FORM IS STRONGER THAN ME, NOT EVEN THE ROBOT CLONE!"** Omega said as he shoots rocket launchers at the robot, but he webs them up and throws it back at Omega.

"Watch out!" Sonic kicks the rockets away from Omega, causing them to explode elsewhere.

 **"** **I DIDN'T NEED YOUR ASSISTANCE, MEATBAG."** Omega told him.

"Your welcome." Sonic said as Rouge walks next to him.

"Thanks for the save, Big Blue. Now do you know how we can beat this guy, since he is based off your friend." Rouge asked him.

Sonic nods, "Watch out for his spider-sense. He can anticipate your attacks and counterattack at the last second."

"So hit him fast and hard, got it." Rouge said.

 **"** **I WILL PROVIDE THE HEAVY ARTILERY!"** Omega said as he brings out his wrist machine guns.

"Alright, Mecha Spider-Man, time for you to get squashed like the robotic bug that you are!" Sonic taunts as he and Rouge dashes towards the Mecha Arachnid. Rogue kicks the robot again, but this time the mechanical menace just flings her away, leaving Sonic open to attack him at high speeds. But the robot was able to dodge it at the nick of time with his own speed and agility.

"Wow, he was really fast to dodge my attack at high speed. Makes me wonder if Spidey can do the same." He attacks the robot again with his homing attack, but was caught in a web made by the robot. "Great, I'm stuck!"

"I'll get you out!" Rouge comes in, drill kicking through the webbing, saving Sonic.

"Thanks Rouge." He told her.

"No problem. Looks like this thing is a better fighter than we realize. Is your pal Spidey this good?" She asked the hedgehog.

"Not sure. I don't think Spidey knows himself." Sonic says, thinking that his friend might be a lot stronger than he thought.

Meanwhile with Omega, **"I WILL ERADICATE ALL OF EGGMAN'S ROBOTS!"** He shouts as unloads all of his bullets attack the Spider-robot, but to everyone's surprise, the robot was able to catch it all with just one hand as he drops the bullets into the ground. **"IMPOSSIBLE!"**

Sonic and Rouge look in shock, "No way." Rouge said.

"You're telling me. This might be a long fight." Sonic said as he sees the robot headed towards their direction. "Hope the real Spidey is having a much better time than we are."

* * *

 **BGM- Sonic the Hedgehog 4 Episode 2- Metal Sonic's theme**

"You know, I always knew me and Sonic were going to fight each other…" Spidey said as he dodges Metal Sonic's chest laser. "…but not like this!"

"Focus, Spider-Man!" Shadow said as he throws some chaos spears at him. "We need to hit him hard and fast!"

Knuckles throws a few punches at Metal, but the robot was easily able to catch it and throw him back, "Er, I'm sensing some weird energy from this thing. Could it be more of that ISO-8 stuff?!" He asked.

Shadow lands next to Knuckles, "Probably, but it's much different than the ones from before, much stronger in fact."

Spidey is fighting Metal with his fist while also dodging his high speed attacks with his spider-sense, "So what should we do. Wait for his batteries to die out?"

"We need to attack its core with one strong attack. But it'll be tough with his enhanced speed." Shadow said.

"Then let me just web him up for ya." Spidey shoots some webs at Metal, but then he activates his black shield, disintegrating all the webbing, "Hey, that webbing was supposed to be a gift for you, and know you just ruined it!"

Metal tries to homing attack Spidey, but Shadow teleports in front of him and kicks him back, "Thanks for the save, Shadow."

"No problem."

"Now let me have a crack at him." Knuckles goes in on Metal as he throws a lot of punches at him, which starts to take a toll on the robot. "How do you like that?" Knuckles said, only for Metal to use unleash a powerful electric field around him, hitting Knuckles, Shadow and Spider-Man. As the three lay down on the ground, Metal Sonic walks up to Shadow to finish him off.

Spidey sees this as he slowly gets up, "I'm not gonna let you or anyone else hurt my friends, you hear me! He shoots a web line at Metal before he could attack Shadow and yanks him towards himself. As Metal gets closer, Spidey starts to rapid fire some punches on his chest, ending it with a strong right hook through the chest, destroying the ISO-8 inside, and shutting down Metal Sonic in the process. "That's what you get, you pile of rust buckets." He drops the defeated Metal to the ground as Shadow and Knuckles gets up.

"Good job, Spider-Man." Shadow walks up to him with a smile. "You're certainly a lot stronger than I give you credit for. I can also tell you have much more hidden potential in you than you realize."

"Yeah, I doubt I have THAT much hidden level of power. But we should probably help out the others." Spidey said.

"Agreed."

They then hear the others in pain, "Sonic! The others are in trouble!" Knuckles shouted.

"We better move!" Spidey advises them to do as they headed towards the others.

* * *

Spidey and his team arrive to see Sonic, Rouge, and Omega beaten down by Mecha Spider-Man.

"Sonic!" Spidey shoots a web line at his robotic doppelganger, only for him to catch it. "Oh noooooo…" He screams as the robot yanks him towards his fist, knocking him down.

The robot tries to escape, but Shadow and Knuckles block him, "You are not going anywhere, you faker!" Shadow lungs at the robot, but he creates a web shield, blocking the attack. He then grabs Shadow by the leg and throws him at Knuckles hard enough, knocking them down. With the chaos emerald and Sandman in his possession, Mecha Spider-Man leaves the base, not bothering with destroying the Mother computers. As the robot left through the ceiling, The G.U.N. commander and some more soldiers arrive to see the defeated heroes. Tails show up to check on his friends.

"Guys, are you alright?!" He asked worried. To his relief, they all get up fine, with some scratches and wounds, but nothing that can't heal.

"We're fine Tails." Sonic said. "Just a bit beaten."

"Never knew robot me could be so tough." Spidey said while rubbing his head. "It's like he wasn't holding back anything with that last punch."

"Not only that, he's extremely fast, agile, and very durable." Rouge added. "We barely gotten a hit him on him thanks to his spider-sense, and even when we did, he catches our attacks and throws them right back at us."

"Could I be just as powerful if I let loose?" Spidey wonders.

"It's like I said, you have a lot of hidden power that you don't know it yet." Shadow said.

Omega shakes his fists, **"THERE IS NO WAY THIS MEATBAG IS STRONGER THAN ME!"**

Rouge face palms, "Just stop, okay Omega."

The commander walks up to them, "Despite not stopping the robot from getting away with the chaos emerald and Sandman, at least the base is still secure thanks to you guys."

Spidey frowns underneath his mask, "But still, the robot got away with the chaos emerald, and from the sounds of it, the doctors are almost done with whatever super weapon they have."

Sonic walks up to him, touching his shoulder, "Don't worry Spidey, we'll stop the doctors, we just need to find their base of operations."

"How are we gonna find them in the time we have?"

Tails thinks for a second before getting an idea, "I got it. I'll hack into Metal Sonic's database, and with any luck, I should be able to get the location of the doctors' base."

"How long will that take?"

"It should be for a couple of hours. So I would say until the morning."

"Good, that will give us enough time to rest up and get ready for the big finale tomorrow." Sonic said.

"Agreed Sonic, how about you and your friends stay here for the night. I will make sure that G.U.N. will also help raiding the doctors' base." The commander said as he clenches his fist in the air, "If Eggman and Doc Ock think they could attack our base and leave without any consequences, then they have another thing coming!"

"Thanks commander, you know you are a lot nicer than Nick Fury from my world." Spidey told him.

He looks at the wall-crawler, "I assume this 'Nick Fury' is like the head of your military back at your dimension?" He wonders.

"Yep, except he actually wears a cool eyepatch."

The commander smiles, "I would like to him when this threat is over, but for now get some rest, we have a world to save tomorrow."

"Two worlds actually, but who's counting?" Spidey shrugs as he, Sonic, Tails and Knuckles are directed to his living quarters.

"Sonic, hold on." Shadow said, getting the blue hedgehog's attention.

"What is it, Shadow?"

"I need to talk you a bit."

"About what?" Sonic said with a confused look.

"It's about Spider-Man." He said.

"What about him?" Sonic said, now even more confused about this topic.

Shadow turns around, walking the opposite direction, "Come with me."

Sonic shrugs, "Alright, I guess." He then follows Shadow to a private room where they can talk.

* * *

A few minutes later, Spider-Man is resting at the room G.U.N. gave him.

"Wow, this actually isn't a bad place to live in." He said as he gets on the bed. "I bet I could afford the closet here." He then hears a knock on the door, "Come in." He then sees Sonic coming through the door, "Hey Sonic, what's up?"

"Nothing much." The hedgehog said as he rubs his back. Spidey notices that something is off, "Alright Sonic, what are you here for?"

"Just wanted to check if you're okay." He said as he walks around the room.

"Why wouldn't I be?" He asked, still curious about Sonic's strange behavior. "Are you here because of what Shadow was talking to you about?"

The hedgehog sighed, "Yeah, he…he told everything."

"Everything?" Spidey said confused.

Sonic looks down at the floor, not wanting to look at Peter in the eye, "Shadow told me about your past, what you had to go through when you became Spider-Man."

Spidey frowned, looking down at the floor, "So you know how I'm a big screw-up?"

"Hey, it's wasn't entirely your fault that your Uncle…" Sonic stopped himself before continuing. "Look, I know you had it rough, with what happened with your Uncle, Eddie, Gwen, and even Harry…"

"Don't forget about my clone, Ben Reilly." Spidey said.

"Wait, you were cloned?" Sonic asked.

Spidey sighed, "Yeah, by a scientist named Miles Warren, who was forced by the Green Goblin to make a clone version of me, hoping that he will serve under him, but it didn't work out. When we met up, I didn't trust him that much, but over the weeks I learned to really like him, like we were brothers. But then…" Peter starts to tug on his bed sheets as he has flashbacks to how Green Goblin killed Ben Reilly. Sonic notices this and sits next to Peter.

"Look, you can't beat yourself up like this, it's like with Shadow: You just got to keep the past behind you."

"It's not that easy, especially when it feels like everything rests on my shoulders." Peter said.

"Nonsense. You got me, Tails, and the rest of my friends to help you out. Heck, I think Shadow considers you a friend, and that's a rare feat!"

Peter chuckles as he takes off his mask. "Look Pete…" Sonic puts his hand on Peter's shoulders, "You are never alone, no matter if you are in a new dimension filled with people you never met. Just remember, that whoever you make friends with, they would be happy to help out. And me, I would be always happy to lend you a hand, heck you're actually someone that I can look up to."

Peter looks at him, "What do you mean?"

"You're someone that experience so much is such a short amount of time: loss, sadness, loneliness. But you never gave up, even with what happened in your life. If something like that were to happen to me, I might never get back up and do the whole hero thing again, but you never quit, and that's why you are an inspiration, to me and pretty much everyone else you meet."

Peter smiles, "Thanks Sonic, I really need that."

"No problem…bro." He raises his fist for a bro-fist.

"Thanks…little bro." Peter gives Sonic the bro-fist.

"Why am I little bro?" Sonic glares at him.

"Well, I'm 17. You're 15. So it would make sense for you to be little bro." Peter said with a smirk.

"Yeah, yeah. Whatever." He said before the two start to laugh together.

* * *

 **Back at the Doctors' base…**

Mecha Spider-Man has just arrived back with the chaos emerald and the vial that contains Sandman. He gives both of them to Doc Ock.

"Good job, Mecha Spider-Man. You did a good job retrieving the emerald AND our broken down sand castle." Ock said with a chuckle.

Eggman walks towards them, "Too bad Metal Sonic didn't come back, OR that G.U.N. HQ wasn't destroying during the assault!"

"Does it really matter, Ivo?" Otto asked him. "Soon, we will have all seven emeralds, and then we could crush all of our opponents with little trouble."

"I suppose you're right." Eggman said as he looks at their doomsday robot, "Soon, the heroes will be coming for us, not knowing we are almost ready for their arrival." He said that last one with a sinister tone.

"Soon, we will finally achieve ultimate power, and we can finally show everyone on both worlds why they should have never underestimate our genius!" Otto said.

"Agreed. Everyone will finally bow down to us, NO WILL BE ABLE TO STOP US, NO ONE!" They both start to laugh maniacally as their doomsday robot's eyes start to glow red, signifying that it is almost ready.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, it's me Spider-Man. We tracked down the Doctors' base of operations. It's at some winter wonderland called White Acropolis.**

 **Sonic: White Acropolis? Why does that place sound so familiar?**

 **Shadow: No time to think about it, Sonic. Eggman and Doc Ock are almost done with their weapon. We need to get pass the Sinister Six if we want to stop them.**

 **Sonic: Got it. Get ready doctors, we making a house call!**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Raiding White Acropolis_**

 **Spider-Man: Whoa, that robot is HUGE!**


	13. Act 10: Raiding White Acropolis

_Act 10: Raiding White Acropolis_

The next day, and after some rest, Tails has finally finished hacking into Metal Sonic's database, in hopes of finding the location of the Doctors' hideout.

"Got the location. Time to inform everyone else." Tails said as he calls for everyone into the main room.

* * *

Everyone has appeared in the main room with Tails: the GUN commander, Shadow, Rouge, Omega, and Knuckles. But it would seem that two people are left unaccounted for.

"Where's Sonic and Spider-Man?" Knuckles asked as he looks around the room.

"I'm sure they're almost here." Tails told him.

"They better. We don't have time to waste." The commander said. They then hear someone talking as it becomes louder.

"…So that's what happened to your moon?" Spidey asked as he and Sonic enters the room.

Sonic nods, "Yep, Eggman used the Eclipse Cannon to blow up half of it."

Spidey's mask lens widens, "Wow. Hope something like that ever happen to my moon."

"Gentlemen!" The commander spoke up, getting the two's attention. "Your late!"

"Sorry, sorry!" The two of them said.

"Just hurry up and get over here. We have a big mission today." Shadow informed them.

"Okay, got it." Spidey turns to Tails, "So you found out where their base is, Tails?"

Tails nodded, "Yep. Let me show you." He then turns on the monitor to show them a winter area.

 **BGM- Sonic Adventure 2- Strategy**

"After hacking into Metal Sonic's database, I've found out that their base is at a snowy mountain side called the White Acropolis." Tails explained.

"White Acropolis!?" Sonic said as he thinks to himself. "Why does that place sound so familiar?"

"Isn't that area close to the city of Soleanna?" Rouge asked.

"Yep, but not a lot of people go around that area, so it would be the perfect hiding spot for Eggman and Doc Ock." Tails said.

"Soleanna and White Acropolis?" Sonic said as he still tries to understand why those names sound so familiar.

"Have you been there before, Sonic?" Spidey asked.

"I don't know, but I feel like I did." Sonic replied.

"Well it doesn't matter now." Shadow told him. "All we know is that Eggman and Doc Ock are hiding there, and if we're correct, their doomsday weapon is almost complete, so we don't have time to think about the past."

"Okay, okay. I understand."

The commander puts his hand over his ear communicator, "All agents, get ready to depart! We are leaving for White Acropolis immediately! That's an order!" He puts his hands out his communicator, "Alright everyone, here's the plan: while my soldiers distract the guards on the frontlines, you seven will infiltrate the main base. Find Eggman. Find Doc Ock and stop their plans, because if we fail, two worlds will fall to their grasps."

"Aye, aye captain." Spidey said as he salutes. "But don't forget we might have to face the Sinister Six along the way, they might delay us getting to the doctors."

"Don't worry, we got that covered." Shadow said with a small smirk.

Omega raises his hands into the air, **"I WILL PROVE TO EGGMAN AND OCTAVIUS THAT I AM THE ULTIMATE BATTLE MACHINE!"**

"Right you are, big guy. Give me five!" Knuckles offers a high five to Omega, but the machine just leaves him hanging. "Ah come on!"

The commander smiles, "Alright Spider-Man, Team Sonic, Team Dark, our fates are now in your hands."

"You got it" Sonic said with a thumbs up.

"Alright, let's move!"

* * *

 **BGM- Sonic the Hedgehog (2006)- White Acropolis (Base)**

The doctors are adding the final touches to their robot as their alarms go off.

"It would seem that they are here." Otto said as he looks at the screen to see dozens if GUN ships attacking the base.

"So it would seem." Eggman said as he approaches Octavius. "And if we are right, Sonic and his friends will come right for us, right into our trap. Unfortunately, we need a bit more time before our robot is fully functional."

"Don't worry, Ivo." Otto told him. "While you finish the robot, me and my Sinister Six will distract the heroes long enough for you to finish and ambush them."

Eggman smiles, "Sounds like a plan. Make sure to also take Mecha Spider-Man with you, just in case."

"I already planned on to." Otto said as he exits through the door.

"Just you wait Sonic. Eggman said as he goes back to the doomsday robot. "You and your Spider-Man friend will perish by our power, and you'll be the ones to help with the final touches." He then starts laughing maniacally.

* * *

 **BGM- Sonic the Hedgehog (2006)- White Acropolis (Snowy Peak)**

Aboard the big battleship, Sonic and Spider-Man look through the window to see the battle below between the Doctors' robots and the GUN soldiers.

Sonic whistles, "The fact we need this many people to infiltrate the base just shows that Eggman and Ock mean business."

"Yeah, this kind of stuff always happens when we are invaded by the Kree or the Skrulls, but here…it's just two doctors who probably don't have a real degree." Spidey said.

"Sonic. Spider-Man." Shadow told them from the corner. "It's almost time to go."

"Got it." Both of them said as they head towards the hanger deck. They meet up with the rest of the team.

"Alright, this is it people. Once we get off this ship, there's no turning back." Shadow informed them. "Let's go end the Doctors' charade once and for all!"

"Yeah, let's party!" Sonic looks at Spidey, "You ready for this?"

"I'm always ready!" He said as they bro-fist before all seven of them jumped from the hanger deck, dodging all the fighting in the skies. They all managed to land next to the front entrance of the base. "So, this is where the doctors have been hiding? A bit chilly, but I guess it's a _cool_ place for someone to stay in." Spidey punned, leaving everyone but Sonic to sigh.

"Now it's time to make a house call! Knuckles?" Sonic looks at his red friend.

"Got it!" The Echidna punches the door open, leaving them the opportunity to enter.

"Thanks, Knuckles." Rouge said in a flirty tone. "Keep this good behavior, and I might not steal that Master Emerald of yours anytime soon."

"Let…let's just go!" Knuckles said, trying to ignore her as they enter the base.

 _"_ _She really does remind me a lot of Black Cat."_ Spidey said as he follows the rest.

* * *

They entire team are rampaging through the base, stomping every robot and badniks that they come across. They then barge through another big door, where seven familiar faces are waiting for them: Doc Ock, Kraven, Sandman, Ultimate Electro, Vulture, Mysterio, and Mecha Spider-Man.

"Doc Ock!" Spidey said as he recognized the evil doctor. "Where's your boyfriend? We thought you two would always be together?"

"Ivo is busy doing something else. So I figured that we handle you meddlesome nuisances until he gets back." Otto told him.

"Whatever, Ock!" Sonic said. "Once we're done with you bozos, we're going after Eggman!"

"You have to get past us, my little hedgehog friend." Kraven said as he gets his knives ready.

"Yeah, and don't expect your pink friend to come and save you this time!" Electro said as he starts charging up his energy.

"Don't worry. We're MORE than enough to beat you losers." Shadow said as he adjusts his gloves.

"Well then, Shadow the Hedgehog. Let's see how you live up to your reputation." Otto said as his tentacles start rising. "Sinister Six! Mecha Spider-Man! Let's finish these heroes once and for all!" They all start dashing towards the heroes.

"We'll see about that, Ock!" Spidey said as he and the other heroes start colliding with the villains, starting an epic battle between the two sides.

* * *

 **BGM- Spider-Man Shattered Dimensions OST - VS. Doctor Octopus - Femme Fatale**

Everyone is duking out with each other to see who would reign superior. First off, it was Shadow vs Kraven. The two collided before knocking each other back.

"Shadow the Hedgehog." Kraven said as they both stand up. "I've heard much about you from Eggman, and I must say, I am impressed."

"Hmph, you'll be more than impressed when I'm done with you." Shadow teleports right next to Kraven, but the hunter blocks it with his knives. Kraven tries to cut Shadow, but the hedgehog was too fast for him.

"You really are fast, but I have something that might help my cause." He then surrounds himself with a purple aura that resembles a panther, "Now I have the speed and agility of a panther!"

"Big deal." Shadow crosses his arms. "You'll have to do more than that to beat me."

"We'll see." Kraven then lungs at Shadow, but the hedgehog kick him back to a wall. Kraven uses his speed to appear behind Shadow, but instead he was knocked back by Shadow's chaos snap.

"Ugh." Kraven grunted as he tries to stand up. "You…are definitely strong."

Shadow teleports next to him, "Don't underestimate the ultimate life form, Shadow the Hedgehog!" He then punches Kraven hard enough to knock him out.

* * *

Knuckles is having a hard time trying to punch Mysterio, but the Arcane magician keeps teleporting before he could attack.

"HAHAHA! Do you honestly think you can beat me if you just keep punching the air?" Mysterio said as he sends his bats to attack Knuckles before he teleports again.

"Ugh…just you wait…" Knuckles said as he tries to destroy the bats. "I promise that I would knock you out…and that's what I'm going to do." He then gets enough room to punch the ground, creating a crater that revealed Mysterio.

"Ugh." The magician said.

"Ha. I'm a lot smarter than you thought." Knuckles then punches Mysterio's glass dome hard enough to reveal his face."

"Damn you!" Mysterio shouted as he tries to escape.

"Hold still and let me knock you out!" Knuckles then punches Mysterio's real face, knocking him out. "How do you like that trick, huh?"

* * *

In the air, Rouge is having an air battle with Vulture. "Come on, old man. Do you think it's a good idea to fight a woman like me?" Rouge asked him.

Suddenly, Vulture teleports in front of her, "I don't care if you are a bat woman, you still can't beat me!" He then shoots his feathers at Rouge, but she was fast enough to dodge them and fly right behind Vulture.

"Oh, so this is how you can fly, huh?" Rouge said as she sees the flight pack on the Vulture's back.

"No, don't touch that!" Vulture told her.

"Oh, so this IS important. Then let's see what happens when I do THIS." She then punches the flight pack, causing Toomes to fall back to the ground.

"Aaaaaaaaaaaaaaahhhhhhhhh!" He then lays down on the ground unconscious.

Rouge lands next to him, "Next time, leave the flying to the new generation, okay old timer?"

* * *

Tails and Omega are working together to fight against Electro and Sandman.

"Ha, do you two think you can beat us?" Electro said as he shoots some electricity bolts at them, but they were able to dodge them.

"We're practically unbeatable!" Sandman shouts as he grows giant and tries to stomp on them. "Nothing you can do can stop us!"

"Nothing, except this!" Tails brings out his red arm cannon and shoots a big acid ball at Sandman.

"Aaaaaaahhh! What did you do?!" Sandman shouts as he tries get a hold of himself.

"I equipped my arm cannon with a special hydrochloric acid, enough to dissolve the individual granules of your body." Tails explained. "It won't kill you, but it'll keep you incapitated for a while.

"Oh yeah? What about me kid? Have anything for me, because I doubt acid would stop me?" Electro asked as he shoots some more electricity at him, but Omega was able to protect him in time.

 **"** **I MIGHT HAVE AN IDEA TO STOP YOU, ELECTRIC MEATBAG!"** Omega reveals his high pressure water guns that are strong enough to short circuit Electro, **"DRINK UP!"** He starts shooting at Electro with all he's got, and it manages to be enough.

"Aaaaaaaahhh, daaaaaaaarrrrn iiiiiiiiiitttt!" He yells as he then lies down on the floor, back in his original costume.

"Good job, Omega!" Tails complement him.

 **"** **HE WAS NO CHALLENGE, JUST AS THE REST OF YOU. BUT I DO ACKNOWLEDGE YOUR USEFULNESS!"**

"O-kay, let's go help out the others."

 **"** **AFFIRMATIVE!"**

* * *

Sonic and Spider-Man are busy fighting Doc Ock and Mecha Spider-Man respectively.

"Come on, Doc! Provide me with some more fun!" Sonic grinned as he dodges the doctor's tentacle arms.

"Hmph, don't think your speed will be enough to stop me, rodent!" Doc Ock said. He was able to grab Sonic with all four of his arms, bringing him closer to him. "Now, Sonic. Any last requests?"

"Yeah, that you should probably look to your right." Sonic told him.

"What…" Doc Ock turned his head to see Mecha Spider-Man swung right towards him, releasing Sonic from his grasp.

"Thanks Spidey!" Sonic gives a thumbs up.

"No problem!" Spidey also gave a thumbs up before focusing on the standing robot. "Now come on, robot me! Show me more of your moves, or I guess more of my moves."

The robot starts to dash towards Spider-Man as the two fight at a level of intense speed and agility. The two are almost even, with neither of them giving a chance to breath, but slowly Mecha Spider-Man starts to get the upper hand.

"Ugh, it's like fighting myself. So how do I beat someone that has all my moves?" He said as he dodges another punch from the robot duplicate. "Wait a minute, of course."

"Hey, stupid!" The robot turns to see his organic- self taunting him. "Come on, Mecha Spider-Man! If you want to prove that you are the superior one, then come get me, unless you already know you are inferior to me!" Spidey taunted. The robot looks like he is annoyed as he shoots a web line at Spidey, but the web-slinger was able to catch it and yank the robot towards himself, holding him in position.

 _"_ _Alright, if this robot_ _is anything like the one Kang used against the Avengers, then the main control stud should be right around…"_ He then finds the stud on the robot's neck, _"Here!"_ And with a push of a button, the robot collapse as all its circuits deactivate, leaving it open for Spider-Man to crush its head with his foot.

"No, my robot! How did you beat my superior robot!?" Otto said as he sees his creation destroyed.

"Wow, for a genius you are not very bright." Spidey told him. "A mechanical brain may be faster, contain more memory impulses, make no mistakes, but…" Spidey points to his head. "…It can't never really out think a human brain!"

Sonic gives him a thumbs up, "Way to go, Spidey!"

* * *

And just like that, the Sinister Six has been defeated, leaving only Octavius by his lonesome as he is surrounded by the seven heroes, with Omega pointing his machine gun to his face.

"It's over, Octavius! Now where is Eggman?" Spidey asked him. Just then, his spider-sense senses danger close by.

"OHOHOHO! I'm over here, my bug friend."

"What…" Spidey started until he and everyone else have been hit by an energy blast from Eggman's and Ock's newest robot, leaving the six chaos emeralds they collected on the ground. Their robot is a bigger, taller version of the Egg Emperor, with its sword and shield and with four octopus arms on its back. The robot now sports a red and dark purple color scheme, with the Masterful ISO-8 crystal as its power supply.

"I'll be taking these, thank you." Otto said as he uses his arms and puts them into the core of the robot. He then joins Eggman in the cockpit on top of the robot.

All the heroes get up to see the gigantic robot in front of them, "Whoa…What is that thing?" Knuckles asked.

"It's model EO-8: The ISO-Emperor!" Eggman answered him. "This is our doomsday weapon, one that you all cannot stop!"

 **BGM- Sonic Rush- Anxiety**

"What do you two plan on doing exactly?" Sonic asked. "Why do you need both the chaos emeralds and the ISO-8?"

Otto started to speak up, "You see, Sonic. Both the ISO-8 and the chaos emeralds are very similar to one another, as you may already know by now. When I first discovered the ISO-8, I sensed an extreme power from within it, one that I myself might take years to discover its true power, so that is why I went to Dr. Eggman here. Not only did I want someone that could help me crush my foes, I also wanted someone to help me research this new material."

Eggman started to speak up, "When we started our research, we found out that the ISO-8 is ever-evolving, showing no signs of ever stopping, it could possibly surpass that of all seven chaos emeralds, and that was just from one crystal."

Otto spoke up again, "We've figured that with both the ISO-8 and the chaos emeralds, we could use its power to take over any world with little effort."

Now it was Spider-Man's turn to speak, "But don't you two think that with all that power, it could mean the destruction of both worlds, maybe even the entire multiverse!?"

"We knew that, but we merely want to harness that power, the ultimate power!"

"Now do you understand our pure genius? Ha ha ha." Eggman laughed.

 **BGM-Sonic Rush- Blaze Pinch!**

"I've had enough! Who do you guys think you are, anyways?" Sonic said as he jumps towards the robot.

"A bunch of losers who are gonna get their butts kicked, that's who they are!" Spider-Man answered as he too jumps to attack the robot.

"Sonic! Spidey! STOP!" Knuckles shouted at them, but they already left.

"OHOHOHOH! You two are gonna regret that!" Eggman smiles as he presses a button, using the robot's sword to swipe at the two heroes, knocking them back with the rest. "With the ISO-8 and the chaos emeralds, WE ARE UNBEATABLE!"

"Now it is time we said goodbye!" Otto then presses a button, changing the sword into an arm cannon. It then fires a huge laser beam at lightning fast speeds at the seven heroes. With no time to dodge, the heroes, and the Sinister Six, are met with the attack, seemingly killing all of them without a trace.

"Aha, we did it! We finally destroyed those pesky heroes for good!" Eggman cheered.

"Yes, now let's make sure we have no more heroes interfering with our business." Otto said as he pushes a button. "It is time we invade New York, attack the city when no one expects us!"

"And with our new power, they won't stand a chance! AHAHAHAHA!" Eggman laughed as they bust through the ceiling of their base, causing it to collapse, as they open up a giant vortex in the sky that leads to New York.

"New York City…" Otto said. "It is time for you to bow down to your new masters!" He then starts to laugh as the ISO-Emperor enters through the vortex, with no one to stop them.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Captain America: This is Captain America, reporting for duty. While on the lookout for Spider-Man, a giant robot has just invaded the city.**

 **Iron Man: Okay, so who's invading this time: Kang, the Kree, my ex-girlfriend?"**

 **Captain America: No, it's Doctor Octopus, and there's someone else with him.**

 **Iron Man: Well now we know where he went, so let's make sure we send him back to a prison cell.**

 **Octavius: Easier said than done, Stark. Behold the power of the ISO-Emperor!**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Two Worlds Assemble (Part 1)_**

 **Spider-Man: Don't worry, Cap! We're here to help!**

* * *

 **KFX here: We are now entering the final battle. A battle so big that two worlds of heroes will have to work together in order to stop the ISO-Emperor. Things will get heated up, cars will be smashed, and arms will be cut off. Stay tuned for the three-part finale of this story, so come back and look forward to it.**


	14. Act 11: Two Worlds Assemble (Part 1)

_Act 11: Two Worlds Assemble (Part 1)_

 **Manhattan, New York**

Aunt May is currently walking in the streets of Manhattan with Anna May-Watson, Mary Jane's aunt.

"So how you feeling, May?" Anna asked her friend. "Are you still worried about Peter, it has been three days now since he disappeared?"

"Oh I'm sure Peter is fine, Anna." May told her. She then looks at the sky, "I know he's safe, and I know he's in good hands." Just then, the sky starts to turn dark.

"Huh, I didn't know it was getting late." Anna asked as she looks at the sky.

"No, it's still the morning. Something must be going on." May said. Then, there faces turned from worried to shock as a huge vortex opens up in the sky above Manhattan. As the vortex opens up, the people of the city start to see a huge robot with octopus arms slowly descending down from the portal.

"What is that!?" Anna asked a bit scared.

"It looks like to be some sort of robot; almost man-made I think." May said.

"How are you so sure it's man-made?!"

May turns to her friend, "I do have a nephew that likes to tinker with all this stuff, you know."

"Oh, right."

Then, as the robot starts to descend into the city, it shoots out rockets from it shoulder pads, using its tentacles to destroying the buildings and street posts. The people then start to scream as they try to get away from the attacks.

"May, we should go!" Anna asked as she tugs on her friend's arm.

"Oh, um, yeah, let's go." She said as they both start to evacuate with everyone else.

* * *

 **BGM-Sonic Heroes- Egg Emperor**

Inside the ISO-Emperor's cockpit, Doctor Octopus and Dr. Eggman are overjoyed at all the destruction that they are causing and all the people running for their lives.

"OHOHOHOH!" Eggman laughed. "Look at all of them run, just like the ants that they are!"

"Now, let's cause some more damage, shall we?" Otto said. He then directs the rocket launchers to attack the Triskelion, S.H.I.E.L.D.'s main headquarters. "Let's see how they are gonna handle all these villains that are going to escape in 3…2…1…" He then fires the rockets at the Triskelion, destroying part of the base that contains hundreds of criminals and villains.

"We're free!" One prisoner said.

"Let's get of here!" One other prisoner said. Then everyone of them either escaped through the destroyed hole that was created, or decided to stay in and cause some havoc.

"My, we really are causing a lot of trouble." Eggman said. "I never knew your world contained this many villains."

"Just wait until you see the amount of heroes that are about to get destroyed." Otto told him. As he said that, their robot is suddenly attacked by a barrage of missiles, laser blasts, and some green guy trying to smash it up. "And there they are, Earth's mightiest heroes!"

Right on que, Earth's heroes have all assembled to save the city and stop the breakout, including destroying the huge robot that lands on Manhattan. The most famous hero team are the Avengers, consisting of: Iron Man, Captain America, Thor, Hulk, Wasp, Yellowjacket, Hawkeye, and Captain Marvel (Carol Danvers). The other superhero teams, such as the Fantastic Four and the X-Men, are helping out civilians evacuate from the area while also dealing with the escapees from the Triskelion. They are also helped by S.H.I.E.L.D., led by Director Nick Fury, all above in his Helicarrier. His agents are on the ground securing safe zones for everyone to stay in until the danger has passed.

"Ah, so these are Earth's defenders. I'm not impress." Eggman said emotionless.

"Just wait until we crush them all, AHAHAHA!" Otto laughed as the robot continues to destroy the city with its sword, rockets, and tentacles.

 **"** **Okay, so who's invading this time, because I am sensing some enormous power from that thing?"** Iron Man said as he flies in the air, scanning the robot's energy levels.

"Who cares who's invading, let's just smash it already." Hulk said as he smashes his fist together.

"I agree, my friend." Thor said as he puts his hammer into the sky.

"Alright Avengers! While the Fantastic Four and the X-Men help the civilians, let's try to rip this thing to shreds!" Captain America ordered them.

"I like the sound of that plan!" Captain Marvel said excitedly.

"Same here!" Wasp said as she turns small.

"First, we need to find out who's attacking and what this thing's weaknesses are." Yellowjacket advises them to do.

 **"** **Agreed."** Iron Man flies closer to the robot, shooting it with his repulsor blast to get its attention. **"** **Hey, whoever you are, if you want to avoid an embarrassing beat down, you better just give up now!"**

The cockpit opens up to reveal Doc Ock and Eggman, "You are not in the position to demand anything, Tony Stark!" Otto told him.

 **"** **Otto Octavius?!"** Tony said surprised to see the mad scientist. **"Where were you, who's the guy next to you, and where is Spider-Man?"**

"To keep it brief, I was on another world with my friend here, Dr. Ivo Robotnik."

Eggman gets up and bows, "Hello there, Stark. It's certainly a pleasure to meet such a genius like yourself, too bad you won't live long enough for us to know each other more!" Eggman laughed.

 **"** **Yeah, okay, whatever. Now tell me again, WHERE IS SPIDER-MAN?!"** Tony fires up his repulsor blast.

Otto laughed, "He's not with us at the moment, he's probably on his way to the afterlife as we speak."

 **"** **What!?"**

"Yes, along with his blue hedgehog friend, and that's where all of you will be going!" Eggman said. They close the hatch and a tentacle from the robot's back swipe Iron Man back with the other Avengers.

"Tony, are you okay?" Steve asked him.

Luckily, Iron Man didn't suffer too much damage as he starts to get up, **"I'm fine, Steve. But right now, we need to stop Octavius and Robotnik before they cause some real trouble."**

"Octavius?! So he's the one attacking?"

 **"** **Yeah, and he's working together with some other mad scientist from another dimension."**

"What about Spider-Man?"

Tony looks down, **"I'm not sure. They said they killed them, but I don't believe that, not even for a second!"**

"None of us does. Spider-Man is tough, I'm sure he'll pull through, but for now we need to stop that robot before it causes more trouble!" He then raises his shield, "AVENGERS ASSEMBLE!" He shouted as the heroes start to attack the robot with everything they have.

"Heh, you all are powerless against the power of our ISO-Emperor!" Otto said as the robot starts to slices its sword through the air, creating arc-shaped waves of energy in different orientations, damaging the Avengers.

"There is no one who can help you now, NO ONE!" Eggman shouted as they continue to fight against the heroes while also destroying the city in the process.

* * *

 **Back on Mobius…**

The GUN commander and his remaining agents are left watching the huge vortex in the sky.

"Commander…" One agent ran up to him.

"Report, did you and your men find the heroes that were in the base before it collapsed?" The commander asked him.

The agent shakes his head, "No, sir. We couldn't find a trace of them under all the rubble."

"Damn, where could they be? From what it looks like, the Doctors are already attacking the other world." He said as he looks at the huge vortex. Suddenly…

 **BGM- Sonic Adventure 2- SA2 in the Groove**

A flash of light appears right next to the commander, as the seven heroes, along with the Sinister Six, are lying right next to them unconscious.

"Huh, it's them!" He then moves closer to try to wake up Spider-Man, "Spider-Man, Sonic, Shadow, any of you, wake up!"

Huh, uh…what." Spider-Man slowly opens his eyes as he starts to get up along with the rest. "Hey, were still alive?"

"Yeah, I think so." Sonic said a bit weakly.

"But, how…"

"Chaos control." Spidey turned to see Shadow, crossing his arms. "I was able to teleport all of us out of the blast before we got hit."

"Whew, well, thanks for the save, Shadow. We owe you one." Spidey looks up at the vortex in the sky, "So Ock and Eggman are already at New York?"

"Yeah." The commander answered him. "And if we don't do something soon, that world will be toast. My soldiers are limited and hurt, so that leaves the seven of you to go through that portal and stop the doctors!"

"Got it!" Sonic said.

"Count us in too." The heroes turn to see Electro and the rest of the Sinister Six all awake.

"Wait, you guys want to help?" Knuckles asked.

"Hey, we almost died thanks to Ock and Eggman. It's time we get some payback for just leaving us there." Electro said.

"The doctors have no honor, so for that, they must pay!" Kraven said.

"How can we trust you?" Shadow asked them, not convinced by their words.

"Look, once we save both worlds, we'll silently hand ourselves over to the authorities, deal?" Mysterio told him.

Shadow looks at Spider-Man, "Do you think we should?"

Spidey sighed, "Alright, you guys can help, but if you guys decide to backstab us, I'll let Omega and Knuckles here teach you a lesson." He then points to Omega getting his weapons ready and Knuckles punching his fists.

"Okay, whatever. I rather go to prison than be ruled by those doctors." Sandman said.

"So what are we waiting for?" Vulture asked impatiently.

"Alright, we have an aircraft for you all to use." The commander said pointing to the nearby aircraft. "Just make sure you stop those maniacs!"

"We won't let you down, commander!" Spidey saluted before they all head towards the aircraft.

"Tails, can you fly this thing?" Sonic asked his best buddy.

"Sure, no problem." Tails hopped onto the pilot seat as he starts the engine. "Ready everyone?"

"Yeah, let's just go already!" Electro shouted.

"Learn to behave, Sparky." Rouge told him, earning a grunt from the electric man.

"Alright, let's go!" Tails said as the aircraft ascends into the vortex.

"Alright, Ock…Eggman. We're coming back to finish this." Spidey said.

"And we're not going to stop until your history." Sonic said with a serious face as they enter the wormhole.

* * *

Back on Earth, the Avengers are outmatched by the ISO-Emperor's power as they continue the fight at Times Square.

"Darn, this machine is a lot stronger than I give credit for." Thor said as he tries to smack the robot with his hammer, but is instead knocked back to the ground.

"Let me try this again!" Hulk jumps high into the air as he lungs down to the robot, "HULK SMASH!" He shouted as he gives one good punch at the robot, but it was blocked thanks to their shield.

"OHOHOHOHO! You are gonna have to try harder than that!" Eggman told him as he flings the Hulk with his shield. "AHAHAHA, who else wants to try!?"

"Maybe I'll take that offer!"

"Huh, who said that?" The robot turns to see the Thing coming right at them.

"It's Clobberin' Time!" He shouted as he punches the core of the robot. "Did that do anything?"

"Yeah, it did." Otto said as he orders the robot to shoot rocket launchers at the Thing. "All you did was just irritate us!"

"Uh-oh." Ben said as he is shot down by the rockets.

"BEN!" Johnny Storm shouted. "You're gonna pay for that, FLAME ON!" He transforms his body into a flaming body, and joins Captain Marvel in the air, "Let's roast this guy!"

"With pleasure, hotshot!" The two combined their attacks to damage the Emperor, but it didn't scratch it at the slightest. "Damn it, what is that thing made?!"

"We're not telling you anything!" Otto shouted as he presses a button to fire a laser beam at the two flying heroes.

"Aaaaaaaaagggghhh!" Both of them screamed as they land onto the ground.

Wolverine approaches Captain America and Nick Fury, "Hey Cap, we're getting our butts whooped here. What should we do?"

"I don't know Logan, that thing is too powerful for any of us to damage it." Steve talks through his earpiece, "Tony, where are you?"

 **"** **I'm here Cap, don't worry."** Tony lands as he lets go of Reed Richards.

"Reed, Tony. Do you guys have a complete analysis on the robot?"

"We have captain, and the energy levels we're getting are completely off the charts." Reed inform him.

"How powerful is that thing?" Steve asked them.

 **"** **From these readings, I say they have enough power to destroy the entire solar system, possibly even beyond that if we let this thing on the loose."** Tony told him.

"Great, how can we beat that thing when our strongest couldn't even put a dent on it?" Logan said as he points to Hulk, Thor, and the Thing getting pummeled.

"We'll find a way, Logan. We always have." Fury told him, but Logan just growls at him.

"We have to find a way to win, we just have to." Steve said in a silent tone.

Meanwhile, the ISO-Emperor has already beaten half of the X-Men, Hulk, and Thor, "AHAHAHA, you 'heroes' are too powerless to stop us!" Eggman laughed.

"Not even the power of your precious Phoenix could stop us, give up while you still can!" Otto demands them to do.

"We'll never give up, not even to the likes of you two!" Captain America retorted.

"Then I guess we should end this game, once and for all!" The ISO-Emperor starts charging its arm cannon, ready to finish off the heroes. "Good bye, heroes!"

"Good bye? But we just got here!"

"Who said that?" Otto asked wondering where the voice is coming from. As they are distracted, someone webbed up their arm cannon, making it fire into outer space. "Who dares…"

"We dare, lame brains!" The Emperor turns around to see Spidey and Sonic on top of the GUN aircraft, along with the mobians heroes and the Sinister Six onboard.

"WHAT, IMPOSSIBLE! YOU ALL SHOULD BE DEAD!" The doctors shouted at them with all their might and confusion.

Sonic grins, "Well what can we say…we die hard!"

"We'll make sure that THIS time you won't survive!" Eggman proclaimed as the robot starts to unleash its energy sword slashes, but the Hulk, Thor, and the Thing intervene before they could fire. "You little worms!"

The GUN aircraft lands right where Iron Man, Captain America, Nick Fury, and Reed Richards are at. Sonic and Spider-Man hop off the top of the aircraft to meet with the Marvel heroes.

"Hey Cap, did you miss me?" Spidey asked him.

Steve smiles, "We did, and we're glad you're safe." He then looks at Sonic, "So you've been with Spider-Man this entire time?"

Sonic nods as gives a thumbs up, "Yup. The name's Sonic, Sonic the Hedgehog, and these are my pals!" He points to the rest of the mobians and the Sinister Six as they get out of the aircraft.

"The Sinister Six!?" Fury gets his gun ready but Spidey stops him.

"Whoa, easy there, Fury. They're here to help." Spidey told him.

"And how could you be sure we can trust them?"

"We don't have much of a choice, sir." Shadow told the director. "At the moment, we need all the help we can get to stop the doctors.

Fury sighed, "I guess we have no other choice." Wasp and Yellowjacket arrive to meet with the rest of them.

"Hey guys." Spidey waved at them.

"Spider-Man, you're alive!" Janet went and hugged the young spider-hero. "We've been searching for you for days!"

"Glad to see you are okay, Spider-Man." Hank said to him.

 **"** **But all of us won't be okay if we don't stop Octavius and his friend."** Tony told them.

"You mean Eggman." Sonic told him.

 **"** **Right, Eggman."**

"Spider-Man, do you know what that robot is powered by?" Reed asked the web-slinger.

"Yeah, it's being powered by a Masterful ISO-8 crystal and the chaos emeralds." Spidey explained to him

 **"** **The ISO-8? We expected Octavius having some of that!"** Tony said as he checks his scanners to confirm. **"But what are these chaos emeralds?"**

"Seven gems of ultimate power, you know that kind of stuff." Sonic explained.

 **"** **Sounds like the infinity stones. Which means we really are in trouble since they have both the emeralds and the ISO-8."**

"Not unless we take them back." Spidey said.

"Do you have a plan, kid?" Logan asked him.

"Yeah. While most of us distract the robot, someone needs to infiltrate the core of the robot, that is where the ISO-8 and the chaos emeralds are stored. If we can take out either of them, it should weaken the robot enough for us to fight back properly."

"Don't worry, me and Janet will be the ones to infiltrate the robot." Hank said.

"Let me help out as well." Rouge insist.

"Me too." Tails also insist.

"You guys sure?" Janet asked. "I mean this is like end of the world territory you're entering here."

"Hmph, never underestimate a treasure hunter." Rouge told her.

"And I can help you guys bypass the security with my Miles Electric." Tails said as he brings out his handheld.

"But how will you guys follow us in, I mean it's not like you can shrink down in size like us."

"Don't worry, Janet. I'll use my Pym Particle gun on them to help shrink them down in size." Hank told her as he brings out his shrinking gun.

"Oh, well then, welcome aboard." She grabs Tails' hands in excitement.

"Alright, we have a plan. While you four infiltrate the robot, the rest of us will try our best to distract it." Steve then turns his attention to the Sinister Six. "And you five, stop the escaping prisoners from the Triskelion. Once this is over, you all are going to prison, so try not to cause a lot of trouble, or else we'll be coming after you too."

Electro charges up, "Yeah, yeah, whatever."

"Spider-Man, are you ready for this?" The living legend asked him.

"Cap, I'm always ready when it comes to saving the world." Spidey said tall and proud.

"Heh, good." He turns to the Mobians. "Are you guys ready to fight? Not just for this world, but yours as well. We all might not know each other, but right now we must combine our strength, team-up with each other, even if it's with someone you're unfamiliar with, because now our worlds need us, and we need to do everything in our power to save them both. So, are you all up to task at hand?

Sonic walks up, giving him a thumbs up, "We're ready, captain! Just say the word and we can begin.

Steve smiles, "Thank you, Sonic."

 **BGM- Marvel Studios Intro Logo: Captain America: Civil War (2016)**

Then, there came a day unlike any other, where heroes from different worlds unite to stop a common threat. The heroes from the planet Mobius stand tall right next to their fellow heroes from the planet Earth. The Avengers, The X-Men, The Fantastic Four, are now teaming up with these small, animal heroes, ready to save the day. And in the front of them all, are the two heroes that have made it this far in the adventure. Those two are named Sonic the Hedgehog and The Amazing Spider-Man.

"So…" Spidey cracks his knuckles. "…shall we get this party started?"

Sonic stretches his legs, "Yeah, let's party!"

Captain America starts to speak up, "HEROES…." He started as they stare down at the ISO-Emperor, "…ASSEMBLE!" Then they all start rushing in, to fight a battle that will decide the fate of two worlds.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, this is Spider-Man. Alright Ock and Eggman, let's see how you like our combined strength from two worlds.**

 **Sonic: You two don't stand a chance against this army.**

 **Eggman: If you think this little team of yours will stop us, you are sadly mistaken!**

 **Otto: Let's see if you survive this one!**

 **Spider-Man: Oh no, that blast! It's gonna hit Aunt May!**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Two Worlds Assemble (Part 2)_**

 **Spider-Man: Aunt May…no…**

* * *

 **KFX here: Two more chapters, and an epilogue, before this story is over. After this, I can FINALLY start on my Spider-Man/RWBY crossover, which will be a sequel to this story. I can't wait for when I get to start writing that, but in the meantime, we have two worlds to save at the moment. So please leave a review or PM any questions because it what keeps me motivated to do these stories. See you guys in the next chapter.**


	15. Act 12: Two Worlds Assemble (Part 2)

_Act 12: Two Worlds Assemble (Part 2)_

 **BGM- Sonic Heroes- Egg Fleet**

The united heroes start their assault on the ISO-Emperor in Time Square: Hulk, The Thing, Thor, Beast, Colossus, Sonic and Knuckles are attacking the body of the robot, hoping that their combined strength will knock it down.

"Yo, Hulk!" Sonic asked him. "Can you do a fast ball?"

Hulk smiles, "I can try." Both of them land on top of a building. Sonic goes into his ball form, allowing the Hulk to grab him and throw him hard enough at the core of the robot, almost knocking it down. Sonic lands right back with Hulk.

"Nice one!" Sonic gives him a high five.

"You're not bad, and your red friend isn't so shabby either." Hulk points to Knuckles as he repeatedly punches the robot.

Iron Man, Captain Marvel, the Phoenix (Jean Grey), Storm, Iceman, Rogue, Spider-Man and the Human Torch are in the air, combining their attacks to try and make a dent on the Emperor.

"Let's see how this thing can fight when its blinded!" Spidey throws a web ball at the robot's face. "Can someone melt that webbing before they rip it apart.

"Let me try, Web head!" Johnny said as he burns the webbing, turning it solid, temporarily blinding the robot.

 **"** **Now, go all out!"** Iron Man ordered as he uses his unibeam on the robot, while everyone else use whatever they have on it.

Everyone else are on the ground attacking its legs in hopes of accomplishing something and distracting the robot long enough for Yellowjacket, Wasp, Rouge, and Tails to infiltrate the robot.

"We need an opening small enough for us to go through!" Hank shouts.

 **"** **LET ME PROVIDE THE OPENING!"** Omega said as he unloads thousands of missiles at the leg of the robot, and with incredible luck, it created a very small hole.

"That should do it! Alright, are you two ready?" Hank asked Rouge and Tails, with both of them nodding. "Good, now stay still." He points his Pym Particle gun at the two, causing them to shrink to the size of an ant. Hank and Janet join them as they too shrink in size.

"This… is very weird." Rouge said as she checks her small body.

"You get used to it." Wasp told her.

"This is incredible technology!" Tails excitedly said. "I never thought you could do something like this!"

Hank smiles, "Well, once this is all over, I can give you some of my notes on my Pym Particles."

"Thank you, Dr. Pym!" Tails said as they enter through the hole made by Omega. As expected, when they entered the robot, it is covered with endless security and wires.

"Cap, this is Yellowjacket." Hank talks to him through the earpiece. "We've successfully infiltrated the robot. It might take us sometime before we reach the core, so keep em busy."

"Understood, Cap out." Steve turns to Shadow, Logan, Hawkeye, Omega, and Sue Storm. "Alright everyone, we need to keep this thing busy until Yellowjacket and his team depower the machine. Now let's keep on the offensive."

"Right!" They then move forward to help with their fellow heroes.

* * *

Meanwhile in the ruins of Time Square, Nightcrawler and Shadowcat are helping civilians evacuate with the help of S.H.I.E.L.D. agents.

"I'll keep looking out for anymore survivors." Kurt said.

"Right, meanwhile I'll go through this building and check for anyone else." Kitty told him as the two go do their respective assignments. Meanwhile, Aunt May has been separated from her friend Anna while trying to escape from the destruction.

"Anna! Anna! Oh, where could she be?" May turns around to see the battle between the heroes and the ISO-Emperor. She sees Spider-Man amongst the chaos. _"Peter…be careful…"_

* * *

Back with the doctors, they are slowly getting taken back with all the attacks that are coming from all sides.

"Damn, these heroes are a lot more persistent than I thought!" Eggman said as he tries to command the robot to attack them.

"Then it is time we bring out the big guns." Otto said as he opens a case with a big, red button.

Eggman smiles, "I guess it is time we show these heroes what we are truly capable of."

"Of course. Now, time to fire our ultimate weapon." Otto slams on the red button as the core of the robot starts to glow.

Yellowjacket's team feel an intense power coming from inside the robot, "What is going on?!"

"According to my calculations, it's coming from the power of the ISO-8 and the chaos emeralds!" Tails said as he checks his handheld device.

"We need to move!" Wasp started.

"…and fast!" Rouge finished as they continue to trek through inside the robot.

Back outside, Spider-Man's spider-sense starts tingling like crazy.

"Whoa, something tells me that robot is gonna release something fierce, and I'm assuming it's not coming from a three-star burrito!" He joked.

 **"** **That thing is releasing some terrible power from its core!"** Iron Man said as he checks his scanner.

"NOW, FIRE THE ISO BEAM!" The doctors said in unison. Then, from its chest, a huge, rainbow beam shoots out from the chest and targets the grounded heroes.

"INCOMING!" Sonic shouted as everyone dodged out of the way from the blast. But the beam didn't stop, as it then targets a nearby office building that still have people trying to escape.

"Oh no, civilians!" Captain America pointed out.

"They're gonna be fried!" Hawkeye shouted.

"Not unless we can help it!" Shadow holds onto Sue's arm as he teleports themselves into the office building. "Can you create an invisible shield?"

"Yes, but I…" She started.

"JUST DO IT!" Shadow shouted at her. Sue then turns around as she creates a huge invisible dome around the building as the beam comes closer and closer. Then, it hit the shield, almost breaking it from impact. "Aaaaaaahhh, it's just like I thought! It's too powerful for me to stop!"

"Don't quit now!" Shadow told her. What they don't see are the rubble coming from the blast is falling down to the ground below, where Aunt May is standing.

"Oh noooooooooo!" She screamed as she tries to run away, but she trips and is met with rocks falling on top of her.

Back with Shadow and Sue, the invisible dome is about to break, and some people still haven't evacuated yet. "I-I can't…hold this…much longer…it's too powerful…" Sue said as she is about to lose consciousness.

"Then I have no choice." Shadow takes off his inhibitor rings and starts to power up. He then helps Sue reinforce the shield with his fully unleashed chaos power. "RRRRRRRRRGGGGGGHHHHH!" Shadow and Sue does everything he can do as the beam slowly starts to lose its power, and then it finally stops as the beam disappears.

The two weaken heroes bend on their knees, exhausted.

"Huh…huh…you…couldn't do that…earlier…" Sue asked completely exhausted.

"…was hoping…it didn't…come to it…" He then lays down on the floor, unconscious.

"Oh…I get it…" Sue then too falls unconscious.

* * *

"Great, thanks to Shadow, the damage has been minimized." Eggman frowned.

"Yes, but now he's down, and once we recharge the beam, we can finish these heroes off." Otto reassures him. "But until then, let's continue the carnage, shall we?"

Eggman's frown turned upside down, "Gladly!" They then continue to fight against the heroes.

* * *

"Oh no!" Reed checks his device to see that Sue's energy levels are extremely low. "Sue is down!"

"We'll go check on them!" Spidey said as he and Sonic race to where they are.

"There they are!" Sonic said as he jumps into the floor they're in.

"Coming right with ya!" Spidey was about to follow him until he hears a faint groan coming from some rubble. "Hello, is anyone here? He goes to the pile of rubble covering the person. "Don't worry!" He said as he starts to remove the rubble." Your friendly neighborhood Spider-Man is here to…" He stops himself when he sees his Aunt May under the rubble, injured and not breathing.

"Aunt May…" He shakes her. "Aunt May! Aunt May! Come on, please wake up!" He keeps on shaking her, he takes off his mask and tries CPR on her, everything he could do, but nothing is working. "No, you can't be…AUNT MAY!"

"Shadow, are you guys okay?" Sonic asked his him and Sue. He checks their pulse. "Good, you guys aren't dead, just tired."

"Hey, who are you?" Nightcrawler asked as he teleported into the room with Sonic.

"A friend, and these two need medical attention, fast!" Sonic told him.

Kurt nodded as he grabs the two and teleports them away, "Wow, wish I could do that." Sonic said. He hops off the building to meet up with Peter.

"Spidey, what are doing? Is everything…" Sonic stops as he sees his friend, unmasked, and in tears holding his aunt. "Oh no…" He quickly dashes off to Peter. "Peter, is she..."

"It's my fault…" Peter said, still holding onto his Aunt's body. "It's my fault that she ended up like this…"

"Peter…" Sonic comforts his friend.

"Aunt May, I'm so sorry that you ended like this." Peter said, as he starts to drop even more tears than before. "You were probably still trying to look for me. If only I just told you the truth, then none of this would've happened to you, and now you're dead because of me, just like with Uncle Ben! Just wish…just wish…I could talk to you again, then I could tell you everything." A single tear drop hits Aunt May in the face as she slowly opens her eyes.

"P-Peter…"

Sonic and Peter are shocked to see her alive, "Aunt May, you're alive!"

As Aunt May slowly opens her eyes, she sees her nephew in his Spider-Man costume, "So…when did you plan on telling me you're Spider-Man?"

Peter now smiles, with tears of joy and relief coming from his eyes, "I'll tell you everything, once we save the day."

"Wow, never suspected an old lady like you to survive through all that rubble." Sonic said as Peter picks up her Aunt.

"Well, I am the aunt of this guy right here." She looks at Peter and then back at Sonic. "So you're the guy I saw with Peter eating breakfast the other day."

Sonic and Peter are confused, "How did you know I was in another world?"

"Funny story, I…" She stopped as there are explosions happening back at the battlefield.

"We need to end this fight, now!" Peter declared, putting his mask back on.

"I'll take your Aunt to the nearest hospital!" Sonic said as she picks her up.

"Thanks, Sonic. I owe you."

"Hey, we're bros. You owe me nothing."

"Bros? It would seem that you two have become good friends while I wasn't around." May said with a smile.

"Trust me, I'll tell you everything about what happened, but now, we have two worlds to save!" Peter said as he swings back into the battle.

"You sure you'll make it back in time to help out Peter?" May asked Sonic.

Sonic smiles, "I'm the world's fastest hedgehog! You would have to try hard to keep me from moving!" He then starts running with May to find the nearest hospital.

* * *

"Uh, these pesky heroes!" Eggman shouted as the heroes continue to attack the robot. "Can't they see they can't beat us!"

"Hold on. Something has come up from inside the mech." Otto said as he checks the scanners.

"What's happening!? Is someone inside our Emperor!?"

Otto finished checking the scanner and displayed it on-screen, "As I figured, it would appear that Yellowjacket and the Wasp have been inside our robot this entire time!"

Eggman gets a closer look at the screen, "Not only that, it would appear that Tails and that pesky bat Rouge are with them as well!"

"They must be after the ISO-8 and the chaos emeralds! We must get rid of them before…" Otto was interrupted as big piles of rubble was tossed at the head of the robot. "Who dares…" He stops to see Spider-Man throwing the huge chunks of rubble at them with his webbing. "Spider-Man?!"

"Wow, he must be really angry at us if he is resorting to throwing huge balls of debris at us." Eggman said, a bit surprised.

"I've never seen Spider-Man THIS ferocious before!" Ock said, and a bit scared.

"You two are gonna pay!" Spider-Man said in an angry tone as he continues to throw more broken down building rubble at them. "You almost took my Aunt! I'm gonna make sure you won't take anyone else!"

* * *

While the doctors are distracted, they have forgotten about team insects (plus fox and bat) as they have arrived at the central core, where the chaos emeralds and the ISO-8 are stored.

"There they are!" Tails pointed at the emeralds.

"And there's the ISO-8!" Hank pointed to the purple crystal. "It's enclosed by some sort of force field! We have to deactivate it!"

"Let's grab the emeralds first before we do that!" Rouge suggested.

"I agree! Just taking out one of the power sources here would help a lot!" Wasp said.

Hank agreed as they slowly collect all the chaos emeralds from their containment, slowly depowering the robot. "Alright, we have the emeralds, now let's unlock the force field surrounding the ISO-8 before…" Hank stops as the core starts to overheat.

"We can worry about the ISO-8 later, now we need to get out here!" Wasp said as they all run out of the core and back where they came from.

* * *

"NOOOO, THE CHAOS EMERALDS, THEY HAVE BEEN TAKEN!" Eggman freaks outs as he tries to do something to prevent the intruders from escaping, but nothing is working.

"Wait, Ivo, look at our energy levels." Otto told him.

"Huh." He looks at the monitor and then smiles, "OHOHO, it would seem that we aren't losing power at all, instead we are growing stronger."

"It must be coming from the ISO-8." Otto said. "It is just as we thought, its power continues to evolve to the point it surpasses that of the chaos emeralds."

"And at an exponential rate too, AHAHAHA!"

* * *

Back outside, the united heroes, including Spider-Man, regroup when they notice the robot starting to overheat.

"Um, is that a good sign?" Hawkeye asked.

"I don't think so, Clint." Cyclops told him. They all see Yellowjacket, Wasp, Tails, and Rouge coming out from the robot.

"Guys, we did it, we have the emeralds!" Wasp said as she shows them the emeralds.

"What about the ISO-8?" Phoenix asked her.

"It's still inside, we couldn't get it in time before the robot started to overheat." Tails told her. Suddenly, Sonic has come back to the battlefield. "Hey guys, did I miss something?"

"No, but something tells me things are about to get MUCH worse, bub." Logan told him as steam starts to come out of the robot.

 **"** **This isn't good."** Tony said.

"What's going on, Iron Man?" Knuckles asked him.

 **"** **According to my sensors, that robot's power is increasing at a terrifying rate."**

"What!" Everyone shouted.

"But we have the emeralds, how is that thing still getting stronger?!" Johnny asked.

"It's the ISO-8, it continues to evolve." Reed told them. "Since the chaos emeralds were essential to work together with the specific ISO-8 the doctors used, it's power alone will evolve to the point that it could explode!" This news shocks everyone to the core.

"Um, how big of an explosion we're talking here?" Asked a worried Spider-Man.

"From my guess, big enough to destroy both our dimensions."

"And that's bad, right?" Captain Marvel asked.

"Yes, yes it is."

"So now what, Richards?" Fury asked him. "How can we stop that thing before it destroys us all?"

"We need to destroy the core, it's the only way we can surely save both our worlds." Reed answered him. "But it will be difficult since its power continues to increase.

"Yeah, and I don't think none of us are in tip-top shape to fight anymore. I mean, even Thor and Hulk are tired, and that's saying something." Ben points to a tired Hulk and Thor resting.

"Great, so we're doomed!" Hawkeye said.

"No, we still have a back-up plan!" Sonic spoke up, getting everyone's attention.

"Oh yeah, and what plan would that be, blue boy?"

Sonic points to the chaos emeralds, "We'll use the emeralds' power!"

 **"** **Are you sure, that's a lot of power we're talking about here?"** Tony told him.

"Trust me, I've used these things plenty of times before, and I know they are our only chance in winning."

"But…even if you use the emeralds' power, you alone won't guarantee a victory." Reed told him.

Sonic smiles, "I know, that's why Spidey is gonna help me!"

 **BGM- Sonic Rush- A Flicker of Hope**

"Yeah…wait, WHAT!?" Spidey shouted, surprised.

Sonic turns around to face him, "Since Shadow is out of commission, you would seem like the next best thing."

"But…are you sure? I don't know if I could handle that kind of power." Spidey scratches his head until Captain America touches his shoulder.

"We know you could do, we believe in you, Spider-Man." He told him.

"But…"

"Come on, Spidey!" Tails cheered him. "You helped us back on Mobius, even when you didn't know anybody!"

"You're a strong kid, we know you could do it!" Knuckles told him.

 **"** **I WILL ADMIT, FOR A MEATBAG YOU CERTAINLY ARE OUR LAST HOPE!"** Omega told him.

"If Shadow was here, I know he would count on you too!" Rouge told him.

 **"** **Everyone is counting on you, Spidey, even your aunt."** Tony told him.

"Aunt May…" He whispers to himself. He looks up to see all the heroes are looking at him, with smiles of belief knowing that he is their last hope. "Alright, I'll do it!"

 **BGM- Sonic Advance 3- EX Demo 2**

Everyone cheered, "Alright Spidey, now let me show you how it's done!" Sonic picks up the seven chaos emeralds. "Now, all you have to do is relax and concentrate, turn your thoughts into power. Remember, the ultimate power is fueled by everyone's wishes."

"'The ultimate power is fueled by everyone's wishes.'" Spidey repeat as he closes his lens and relax. As both of them concentrate, the chaos emeralds start to glow and levitate. They then start to circle around the two faster and faster, until they are enveloped by a golden light, causing everyone around them to shield their eyes, including the doctors from their robot.

"What is going on!?" Otto asked, covering his eyes.

"They are using the chaos emeralds!" Eggman told him.

Then, the light vanishes, as the two heroes have emerged, with appearance have changed. Sonic's blue fur turns golden, his quills are spiked upward, and his eyes are now red. Spider-Man's costume turns bright golden and the parts of the suit that were blue are now white, and the webs are now bright silver.

"Amazing…" Reed said as he could just feel the power coming from those two.

 **"** **No kidding. Their power rivals that of the Enigma Force, possibly greater than that."** Tony said.

Spidey checks out his new look, "I feel funny, but very powerful."

"You'll get used to it." Super Sonic told him. "So, Super Spider-Man, ready to help Super Sonic save the day?"

"'Super Spider-Man?' That name just _screams_ cringe." Super Spider-Man told him.

"Worry about that, later!" Logan shouts at him. "Just stop those punks already!"

"Okay, okay. We're going!"

"Good luck, you two." Captain America salutes for them.

The two nod as they fly right towards the ISO-Emperor as it starts to fly up high into the dark, cloudy sky.

"Heh, so what if you two got a super power up!? We're still gonna crush you like the insects that you are!" Eggman told them.

"Once we get rid of you two, no one else will get in our way!" Otto proclaims.

"We'll see about that, doctors!" Super Sonic quipped.

"Yeah because today, we will end this, and show you two what happens when you mess with two worlds!" Super Spider-Man told them.

Otto smiles, "So, what you waiting for…"

"BRING IT ON!" All four of them said as they begin the final fight.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Yeah! Break! Care! Break! Version) ***

 **Spider-Man: Hey, this is Spider-Man. Alright, Octavius, Eggman. We're going to show you two the real superpower of teamwork!**

 **Otto: Hmph, if you really think teamwork is gonna beat us, then you are sadly mistaken!**

 **Sonic: Don't underestimate us when me and Spidey work together. We can be very dangerous, especially now that we have the chaos emeralds!**

 **Eggman: Those emeralds won't save you this time, now that we have a fully powered up ISO-8 in our grasp!**

 **Spider-Man: Whatever, Egghead, that still doesn't mean you will win!**

 **Eggman: What makes you so sure?**

 **Sonic: Just watch and learn, you two. It's time for us to teach you guys a lesson.**

 **Next time on Spider-Man and Sonic the Hedgehog: Fate of Two Worlds:**

 ** _Fate of Two Worlds (Part 3)_**

 **Spider-Man: We will win!**

 **Sonic: And we won't give up until we do!**

* * *

 **KFX here: Final battle is next chapter folks, then after that the epilogue. We're ending this story this week, and then I can start on the outline for the Spider-Man: Battle for Remnant story. I can assure you that story is gonna be much longer than this one, believe me. Hope you guys enjoyed this chapter since it was hard to write so many characters that half of them didn't get enough screen time, but what could you do.**


	16. Act 13: Fate of Two Worlds (Part 3)

_Act 13: Fate of Two Worlds (Part 3)_

 **Note: Super Spider-Man's powers will be based on the time he became Captain Universe in the comics, just to let you all know.**

* * *

 **BGM- Sonic Adventure- Open Your Heart**

"Get a load of this!" The ISO-Emperor unleashed its sword energy slashes at the super-heroes, but they were able to swiftly dodge them with their enhanced speed and agility.

"Got to try harder than that to beat us, docs!" Super Spider-Man said as he webbed up the robot and by using his enhanced strength, threw the robot into Sonic, who then homing attack it.

"Arrgh!" The doctors screamed.

"How do like that, the real superpower of teamwork!" Super Sonic told them.

The ISO-Emperor was able to balance itself, "Don't think teamwork will help you from THIS!" Otto stated as he activates the tentacles of the robot.

"Let's try to dodge these!" The super wall-crawler said as he and Sonic fly away from each tentacle, but they start to overwhelm them.

"We need to get rid of these, fast!" Super Sonic said as he tries to dodge each one.

"I'll handle the tentacles! You go destroy the base where they are coming from!" Super Spider-Man instructed.

"Got it!" Sonic flies to the back of the Emperor robot where the tentacles are coming from, but they start to catch up to him.

"Oh no you don't!" Super Spider-Man webs up all of the tentacles, strong enough that they can't break free. "Man, these chaos emeralds have really upped my powers to who knows what limit. I wonder what else I can do!"

Super Sonic has managed to fly to the back of the robot, and using his super spin dash, destroyed all the tentacles, making them unusable for the doctors.

"No, our tentacles!" Otto shouted. "You'll pay for this, Sonic!"

Super Sonic flies back to his trusty Super-friend, "Okay, the tentacles are out! What next?"

"Attack, give them a full frontal assault!" Super Spider-Man told him.

Sonic smiles, "Go all out? I like that plan!"

"Me too!" The two go full speed and attack the robot from all sides, almost to the point that there are multiple of them at once.

"Now, how do you like this!?" Super Spider-Man flies in front of the core, "This is for my Aunt! Super…Crawler…ASSAULT!" Super Spider-Man dashes forward and unleashes a flurry of berserker punches at the central core and flips before finally kicking the robot away. "Havin' fun yet?!"

"No, we're not!" Eggman shouted as he and Otto tries to get the robot balanced.

"Now let me try!" Super Sonic charges up an energy blast into one hand. "Take this, SUPER SONIC WIND!" He fires it at the robot, causing some more damage.

"Damn it! If this keeps up, we might lose!" Otto said.

"We just need a little more time before the ISO-Beam is fully charged, then we can get rid of them for good!" Eggman reminded him.

* * *

Back on the streets of New York, the heroes and the civilians are watching the battle unfold in the sky right next to the vortex.

"Come on Spider-Man, Sonic." Captain America looked up in the sky. "You can do it."

"They will win; I just know it." Tails said.

* * *

Back on Mobius, the GUN commander and his GUN agents are still at White Acropolis, witnessing the battle through the vortex.

"Win this, for both our worlds." The commander said.

* * *

Back at Station Square, Amy and the people of the town are also watching the battle through the vortex.

"Please Sonic, win this. And Spider-Man, don't give up." Amy put her hands together and prayed.

* * *

"Come on, guys! Are you even trying anymore?" Super Spider-Man said as he shoots some energy blast at the robot.

"Seriously, we're not even breaking a sweat!" Super Sonic told them while continuously homing attacking them.

"Come on, come on. Almost there," Eggman looked at the ISO-Beam meter desperately before it reached full power. "Yes, we're at full power!"

Sonic flies back with Spider-Man, "Full power?"

Spider-Man's eyes widened as he realizes what they meant, "Uh oh! We need to move!"

"Too late!" Otto said as the central core powers up, "Now take this, ISO-BEAM, FIRE!"

The ISO-Emperor fires its massive beam at the two heroes, with them barely having the time to react to dodge as they are engulfed by the attack.

The united heroes look at horror, "Oh no, SONIC! SPIDER-MAN!" Tails shouted.

"AHAHAHA! WE DID IT! THEY ARE FINALLY DEAD! NO MORE OF THEIR CLEVER JOKES TO ANNOY US FOREVER!" Otto said as the doctors start to laugh like crazy.

"Ahhhh, you guys don't like our jokes?" The doctors stop laughing to hear someone talking in the smoke. As it clears, they see two, very alive heroes still flying. "Then you guys are gonna love this one!" Said a very alive Super Spider-Man as he and Super Sonic are smiling (Well Spidey's smiling is hard to see with the mask on).

The people of New York and Station Square cheered to see their heroes still kicking, everyone except Doc Ock and Eggman who are flabbergasted.

"How!? How are you two still alive!?" The doctors asked them.

"Adamantium/ Vibranium web shield, thanks to power of the chaos emeralds!" Super Spider-Man as he creates another one, this time a web hammer.

Logan smiles, "Nice quick thinking there, kid."

" **Combining both Adamantium and Vibranium to survive that attack? That really is incredible!"** Iron Man said, a bit speechless.

"I didn't even know the power of the chaos emeralds could do that." Tails said.

"That's because Spider-Man believed, and with that, anything is possible." Captain America said with a smile.

"Batter up, Sonic!" Super Spider-Man said, with his web hammer.

"Let's play ball!" Sonic goes into his ball form, allowing Spidey to hit him at the robot, causing them to lose balance in the air.

"Oh no, the controls! We're locked out!" Eggman shouted. He and Ock then see Spider-Man coming right at them, ripping off the head of the robot.

"Hi guys, your rent is due. Now it's time to pay up!" He grabs the two doctors, not before ripping off Ock's tentacles, and teleports them right next to Fury. "Here's the trash, Fury. Can you take care of the rest?"

Fury smiles, "Gladly."

Spidey nods as he teleports back to Sonic, as they watch the ISO-Emperor just float there without no pilots.

"That thing is still gonna blow if we don't stop it now!" Super Sonic said.

"Then let's finish this, with style!" Super Spider-Man suggested. He shoots a web line at Sonic, who grabs it and goes into his ball form, while also charging his light speed attack. Spidey quickly spins around in place at hyper speed, gaining the momentum he needs. "Ready…"

"GO!" They both shouted as Spider-Man releases the web, throwing Sonic, at light speed, at through the robot's core, destroying the ISO-8 inside, and finally blowing up the robot for good.

The people of New York and Station Square cheered as the threat is finally over. Sonic flies back at Spider-Man, "And THAT'S how you get it done!"

"Aw yeah!" Spidey said as the two give each a super bro-fist. "So, what should we do about the swirling vortex of doom?" He points to the vortex.

"You know how to do chaos control, right?" Sonic asked him.

"I've seen in action before, so it shouldn't be no big deal." Spidey said.

"Alright, good. Now follow my lead!" The two focus their energy as they form a ball of chaos energy in their hands. "Now, ready?"

"Ready!"

"CHAOS CONTROL!" They threw the energy ball at the vortex, finally closing it for good.

"Sweet! We did it!" Spidey fist pump until they both run out of energy. "This isn't good."

"No it isn't." Sonic said as they start falling down back to the ground from high in the skies, "You know, I've survived hard falls from space, so this shouldn't be a problem for me!"

"Oh, that's SO great, FOR YOU!" Spidey yelled sarcastically. As they continue to fall, Shadow teleports in and grabs Spider-Man just as the Hulk jumps up and grabs Sonic.

They safely managed to land right with the other heroes. "Shadow, when did you…" Spider-Man started.

Shadow revealed a small smile, "I simply can't be left out of this one, can I?"

"You guys did good at smashing that robot, even better than what I could do." Hulk said.

"Great…now if you excuse us…" Sonic said weakly.

"I think we deserve…a little rest…ugh…" Spidey said as the two fall unconscious.

* * *

 **Avengers Tower**

"Uh…where…" Peter, now with his mask off, is sleeping in an unknown room with Sonic. "Hey, Sonic. Wake up."

"A few more chili dogs, please." Sonic said in his sleep.

"Sonic!"

Sonic wakes up, "Huh! What! Where!" He sees Peter, "Oh, hey Peter. Do you know where we are?"

"I think we're in Avengers Tower." He said as he looks around.

"Avengers Tower?" As Sonic said that, Steve Rogers opens up the door.

"Ah, I see you guys are awake." He said.

"Captain America!" Both of the teenage heroes said.

"Hey guys. Nice to see you two up and about." He greeted them.

"How long have we been asleep?" Peter asked him.

"Since yesterday, after you guys stop the ISO-Emperor. We couldn't be any more proud of you two." Steve answered.

Sonic smiles, "Hey, it's what we heroes do."

Peter nods as he gets ready to ask the Captain another question, "So what was everyone else doing while we were asleep?"

"Well, most of the heroes are helping everyone repair the damage during the fight. Tony, Hank, Reed, and even your friend Tails are currently working on a device for you guys to travel through dimensions." Steve explained.

"Whoa, seriously?" Sonic asked.

Steve nodded, "Yep. It should take about another day before they finish with it. Your friend Knuckles is currently training with Hulk at our training room."

Peter raised an eyebrow, "And how is that going?"

Steve looks away, "Well…"

* * *

"Aaaaaaaahhh!" Knuckles shouted as he is knocked to the wall of the training room.

"You done yet, Red?" Hulk asked him.

Knuckles got out of the wall, "Not even close, hrrrraaggh!" He lunged at Hulk again but is again knocked to the wall.

* * *

"I'm sure they're having a smashing time." Steve told them.

Sonic and Peter chuckled at his pun, "So, how about Doc Ock and Eggman? Where are they held up in?" Peter asked.

"They are currently being held at the Triskelion, along with the Sinister Six. Once the dimensional transporter is finished, we'll send Eggman back to his own world." Steve told them.

"What about the ones that escaped during the battle?" Sonic asked.

"Don't worry. Team Dark is currently helping S.H.I.E.L.D. recapturing all the escapees, and have to say they are doing a fantastic job with rounding them up." Steve told them.

"Well they are the top agents of G.U.N., the military force from my world." Sonic said.

"So, I've heard. Anyways, good job you two. We'll have the dimensional transporter ready by tomorrow." Steve said as he exits the room.

"Guess I should get going." Peter gets his clothes ready.

"To where?" Sonic asked before understanding what he means, "Oh, I get it. Do you want to know where I left her?"

"Gladly."

* * *

"So, that's all I have to tell you Aunt May." Peter told her Aunt everything about him being Spider-Man and all the adventures he's been through over the years. His aunt is currently getting treatment at a hospital. Luckily, she didn't get too banged up, so she will be good in a few days.

"Oh Peter. Who knew my nephew could do so many amazing things? I'm sure Ben would be proud of you." May told her nephew.

"Yeah, but…it was because of me that he's gone, along with Gwen, Harry, and even my clone Ben Reilly." Peter looks down to the ground before May touched his shoulder.

"Peter. You shouldn't blame yourself about what happened in the past, just focus on the future. I'm sure Ben would tell you the same thing."

Peter smiles, "I'll try Aunt May, but it might be difficult for me to move on."

"And I know as soon as you overcome that, you'll be a whole new person than you are now." She then hugs her nephew as Sonic and Mary Jane come inside talking to each other.

"Don't you guys know when to knock?" Peter asked them.

"Sorry Tiger. We were too busy talking about stuff." Mary Jane looks at Sonic, "So you seriously escaped a pod that was about to explode in space?"

Sonic smiles, "Of course, and it was great."

"Amazing."

"Uh, aren't I the amazing one? Sonic is…well something I guess." Peter said scratching his head while everyone in the room laughed.

"Anyways Pete. I'll stay with your Aunt May for a while. Is that cool?" Mary Jane asked.

"Sure. I was about to head out anyways." Peter said as he gets his backpack. "You coming, Sonic?"

"Sure Pete." Sonic waves at Aunt May. "See ya later, Mrs. Parker."

"See you Sonic." May said as the door closes. "Peter has really found a good friend."

"Yeah, and something tells me he's gonna meet even more new friends later down the road." Mary Jane said.

* * *

The two teenage heroes are now walking down the street as they observe all the construction that is currently happening.

"Wow. This place sure got it hard." Sonic said as he looks around the broken buildings.

"Eh, I'm sure it'll get fixed in like a week or so. Trust me, we've been through A LOT worse." Peter said.

"I can imagine."

"Anyways, thank you Sonic, for helping to save my world." Peter said to him.

Sonic smiles, "Hey, if it wasn't for you, my world would've been destroyed as well. So thanks Peter." The two shake hands until they notice a newspaper tossed onto the ground. "What's this, a newspaper?" Sonic picks it up and reads it. "Hey, what gives!?"

"What's wrong, Sonic?" Peter asked his friend. He then takes a closer look at the newspaper from the Daily Bugle. "'WORLD IS SAVED FROM THE TERROR CAUSED BY TWO EVIL DOCTORS AND…SPIDER-MAN.'" Peter sighed.

"Does the bugle always does this to you?" Sonic asked his friend.

"Mostly J Jonah Jameson, who really has it out for me. Don't worry though, I'm sort of used to this by now." Peter told him.

Sonic stands there thinking for a moment until he gets an idea and starts to run off, "Sonic, where are you going?!"

"I have something to take care of!" Sonic yelled at him. "I'll meet you back at Avengers Tower, okay!?" He then disappears as runs off, leaving Peter by himself.

"Okay, I guess." He said unsure as he runs to an alleyway to change into his costume before heading back to Avengers Tower.

* * *

Back at Avengers Tower, Peter, in his costume, meets up with Tails and Tony, who are currently working on a device for dimensional travel.

"Hey guys. How are the science bros doing?" Peter asked as he enters the lab.

"Oh, hey Peter." Tails greeted him. "We're almost done completing the dimensional transporter."

"What are you using to power it up?" Peter asked.

"We're using an ISO-8 shard to power it up, since it was the reason Ock was able to travel dimensions in the first place." Tony said as he picks one up.

"Oh. Makes sense." Peter said as Sonic runs into the lab. "Sonic, where were you?"

Sonic grinned, "You'll find out in tomorrow's paper."

"Uh, okay." Peter said confused. "I'm gonna go back home to have some rest." He walks out of the lab.

"See ya tomorrow, Peter!" Sonic waves at him as he leaves.

* * *

The next day at the Parker residence, Peter and Sonic are reading the newspaper.

"'SPIDER-MAN AND SONIC HELPED SAVED THE WORLD FROM TWO EVIL DOCTORS?'" Peter said a bit confused. He then looks at Sonic, "Is this what you wanted to show me?"

Sonic nods, "Yup."

"How did you convince Jameson to change to paper?" Peter asked.

Sonic grins, "Well, I sort of 'threatened' Jameson that if he doesn't change the paper, I would shave his mustache when he doesn't expect it."

The two of them laughed at the thought of Jameson without a mustache, "Man, what a great way to change someone's opinion about you." Peter gets his costume ready, "We should head back to Avengers Tower."

Sonic agrees, "Yeah, the dimensional transporter should be done by now."

The two exit through the front door, "Race ya there!" Spidey starts swinging off.

"Heh, if you think you could beat me in a race, then you're sadly mistaken!" Sonic then speeds off with Spidey to Avengers Tower.

* * *

 **BGM- Sonic Advance 3- Ending**

The two meet up at Avengers Tower, where Tony, Steve, Thor, Hulk, Tails, Knuckles, Team Dark with the chaos emeralds, and Eggman in cuffs are waiting for them.

"Nice to see you guys made it in time." Steve smiles as they enter the room.

"It was no problem, Captain." Sonic said. "So, what's the device that's gonna send us home?"

Tony and Tails nod at each other as they take off a blanket from the small table next to them, revealing five small watches.

"What are those?" Peter asked.

"We call these: the ISO-watches!" Tails introduced them to.

"Powered by the ISO-8, it can allow you to transport yourself to any dimension in less of a second, and its rechargeable too." Tony explained. He then gives one watch to Peter, Sonic, Tails, Knuckles and Shadow.

"Sweet, so we can use these to come back here anytime we want?" Sonic asked as he checks the watch.

"Yup." Tony replied.

"Awesome."

"Can I get one too, so I can meet up with Otto again? The two of us are best buddies and uhhhhh…" Eggman asked before Omega puts his machine gun up to his face.

" **BE QUIET, DIRTBAG!"**

"Okay…" Eggman said disappointed.

"Now, let's see if this works." Shadow clicks on his watch as a portal open up next to him. He then walks through the portal, and a couple of seconds later he comes right back. "Hmph, it would seem that it works." He said with a small smile.

"Sweet, now we can go back home." Rouge said as she turns to the four Avengers. "It was nice meeting all of you."

"Aye. It was nice working together with you, my mobians friends." Thor said as Team Dark enters through the portal with Eggman in toll.

Knuckles walks up to Hulk, "Next time, I'll win in the next fight."

"Huh…" The two bro-fist. "We'll see about that." Hulk smiled as Knuckles enters the portal.

"Tails…" Tony walks up to Tails. "I want you to have this." He gives the fox boy a small card.

"Huh…" Tails picks up the card and reads it, "This is a full internship at Stark Industries!" He said excitedly.

"Yep. Maybe over the summer, you can come work with me. I can even give you a tour of my armory." Tony smiled.

Tails has a huge smile on his face as he shakes Tony's hand, "I'm looking forward to it!"

Peter has an idea, "Hey, how about for the summer, you and Sonic can come stay with me, have a vacation."

"I like that idea!" Sonic smiled.

Tails waved at the Avengers before leaving through the portal, leaving Sonic by himself, "Well Sonic, it's been nice knowing you." Steve shakes Sonic's hand.

"Same to you, Cap."

Cap smiles, "I know your world is in good hands, and if you ever need us, just call, we'll be right there."

"No problem, Captain America." Sonic then turns his attention to Spidey. "So, looks like this is it, for now."

"Yep." The two of them give one last bro-fist before hugging it out, "It's been nice knowing ya, Sonic."

"Same here bro." They release from their hug.

"So, next time we meet will be the summer, right?" Peter asked.

"Sure, but I might make a few small visits before then, just to check up." Sonic said.

Peter smiles, "Hey, I don't mind that." Sonic then stands in front of the portal, and before he enters it, he gives his classic thumbs up to the Avengers and Spidey.

"See ya guys in our next adventure!" He said as he hops into the portal as it closes.

" _See ya Sonic. May we cross paths once again."_ Peter thought as he looks out the window, with the sun high in the sky, and the sky as blue as the world's fastest hedgehog.

* * *

 **KFX here: Well, that's the end of this story. I still have an epilogue for this that will foreshadow the next storyline, so stay tuned for that. So I hope you guys enjoyed this story and will look forward to the sequel: Spider-Man Battle for Remnant. Just to let you know, Sonic WON'T appear in that story besides from a few cameos and references. Oh, and don't worry, I haven't forgotten about Uatu, he'll appear in a later story as he is somewhat important in this entire series, so wait for that.**


	17. Epilogue: Madame Web

_Epilogue: Madame Web_

 **Mobius**

It has been one week since Sonic and Spider-Man saved both of their dimensions. With Dr. Eggman in custody, Sonic is enjoying a time of peace by running through Green Hill Zone again.

"Ah, Green Hill. Always nice to run through here after saving the world." Sonic said as he continues to run through the zone. "Maybe I should see Peter. It has been a week since I last seen him. I wonder if he's busy?"

' _Trust me. Peter will be far busier than you realize.'_ A voice told Sonic, surprising him.

Sonic stops in his tracks, "Who said that? Where are you?" He asked looking around.

' _Don't bother looking around, because I am talking to you through telepathy.'_

"Telepathy?" He then remembers something. "Wait, are you the person who was talking to Pete… I mean Spider-Man before."

' _You don't have to hide Spider-Man's true identity. I already know.'_

"You do?"

' _Yes, and trust me I am currently helping the boy with an important mission.'_

Sonic cross his arms, "Mission? What kind of mission?"

' _To be more accurate, multiple missions actually, some that you will be involve in as well, Sonic.'_

"Really? Do you know what kind of missions we're talking about here?" Sonic asked, now even more confused than before.

' _I cannot say, but I will say that Peter will be unavailable for the next month, as he will be currently training to become much stronger for the challenges ahead.'_

"Training? Well we did have some trouble fighting against the Sinister Six and the doctors, not to mention our robot counterparts." Sonic tapped his feet.

' _And that is why Peter needs to become stronger for what's to come. As for you Sonic, I suggest you should head to Station Square. The people there are gonna need you. Farewell.'_ The voice is then silenced.

"Wait, come back!" Sonic shouted, but gets no response. "Great, what did she mean by going to Station Square? It's not like there is any trouble." He then gets a call from Tails from his ISO-watch. "What is it buddy?"

" _Sonic, there's trouble at Station Square! Eggman is attacking!"_ Tails informed him.

"Eggman escaped?! And now he's at Station Square?!" Sonic then remembers what the lady told him before. "That voice. She must have predicted this would happen." He whispered to himself.

" _Sonic, are you still there?"_

"Oh, I'm here Tails, and I'm on my way." He turns off the communicator. "Hm, missions huh. Sounds like I have another adventure soon." He looks at the sky. "And something tells me Spidey is gonna be PRETTY important during those adventures too." He smiles as he races off to Station Square.

* * *

 **Earth**

While the city is still recovering from the ISO-Emperor's attack, Tony Stark has been at his lab at Avengers Tower tinkering with some of his armor, until…

"Yeeeeehaaaaaawwwww!" A teenager in a red and gold suit shouts as he lands right outside Tony's lab.

Tony turns around, "So Pete, how's the Iron Spider suit working out for you?"

Peter takes off the Iron Spider mask revealing his face, "Fantastic! I always wanted one of these!"

Tony smiles, "That armor is some of my finest work yet. Think of it as a gift for helping save our world."

"Thank you Mr. Stark. So does this mean I'm an Avenger now?" Peter says with a smile.

"Nope."

"Uh, had a feeling you would say that." He frowned a bit. Tony walks up to him.

"Don't worry, kid. I know you have potential to become an Avenger, but you still need a bit more experience before we could invite you in."

Peter smiles a bit, "I understand." He then turns his Iron Spider suit into a backpack. "I know someday I will be an Avenger."

Tony smiles, "And I know you will do great." He waves at Peter as he swings out of his lab in his classic red and blue suit.

"More experience, huh? Well I've always been told that I have great potential within me, but I don't know if I have THAT much power inside, do I?" He talks to himself.

' _You do, as it will be needed in the coming battles.'_

"Who said that?" Peter asked while he's swinging. He is then surrounded by purple fog as he is transported into another place, one that is dark and quiet. "Where am I?"

"You're in my place now, Spider-Man…" Peter turns to see an old lady in a chair, with webbing behind her. "…or should I call you Peter Parker.

"Wait, you know who I am?" Peter asked as he approaches the old woman.

"Of course. I have been the one helping you during your last adventure with Sonic." She replied.

"So you're the one who was talking to me in my head? The one Aunt May talked about?"

"Yes, I was the one that instructed you to go to that Warehouse, as well as the one who provided you with the dimensional transporter to go to Mobius." She explained.

Spidey scratches his head, "Okay, so…who are you?"

"My name is Cassandra Webb, also known as 'Madame Web'." She answered. "And I am going to need you, Spider-Man. For you are important in the upcoming battles."

"Battles? What kind of battles?" Peter asked.

"The kind that will drag everything and everyone you care about into the crossfire." Web told him.

"Whoa whoa whoa! I don't want my loved ones to get involved with my battles any more than they already are!" Peter argued.

"It is too late, as I have already seen it." She said as she holds a card. "But it's up to you to make sure that no one gets hurt, yes?

Spidey thinks for a second before sighing, "Alright, fine. What do you want me to do?"

"For the next month, you will embark on a period of training that will help you get much stronger, much faster, learn a new technique that will be vital if you want to survive what's to come."

"Well, people have been telling me that I have potential. So I guess I should continue my training with Captain America then." Peter said.

"NO! For this one, you will need masters, people that can turn you into a warrior." Web told him.

"Okay so, do you have anyone in mind?" Peter asked her.

"Yes, three people in fact." She holds up two more cards and throws three at them at Peter.

Peter looks at the cards and is surprised to see their faces, "Wait, hold one! You want me to train with these guys for the next month?! I'll never survive!"

"Too bad. I already told them what they needed to do, and they are very eager to train with you immediately." Web said.

"You're asking me to train with not only Iron Fist, but also Shang Chi, AND Ryu?! But that guy is from another dimension! I haven't seen him since the Galactus event!" Peter told her.

"Don't you have a device that allows you to teleport to any dimension?" Web asked as she points to Peter's ISO-watch.

"Oh, right. Forgot I had this." He looks to his watch. "I was hoping to meet up with Sonic again soon before I got interrupted."

"Sonic will be busy for a while; as should you be." Web told him as Peter starts to disappear from the room.

"Wait, who will I be facing soon?"

"You will know, soon enough." She said as Peter finds himself back on top of a rooftop at New York.

"Well that was very vague." Peter looks at the cards of his future mentors again. "Well, I should probably start training right away." He then starts web swinging towards where Iron Fist is at. "Assuming I survive this training session, I wonder what I have in store for me in the future. Well whatever it is, I'm sure it's something I could handle."

* * *

 **Triskelion**

Thanks to the help of Team Dark and the Sinister Six, most of villains that have escaped during the breakout have been put back into custody.

"Maria, give me a status update on the captured villains." Nick Fury asked Maria Hill, who is 2nd in command of S.H.I.E.L.D. The two are currently in the Nick Fury's office.

"Thanks to Team Dark, and the unlikely assistance from the Sinister Six, we have pretty much recaptured almost all of the escapees." Hill informed Fury.

Fury raised an eyebrow, "Almost all of them?"

Maria looks down at the floor for a bit before looking at Nick Fury again, "We haven't been able to find Norman Osborn, sir."

Fury puts his hands together, "Should've known Osborn would be the last one to find. I wonder what that hothead is doing right now?" He is then interrupted by a call from Agent Coulson. "What's the problem, Coulson? Is the ISO-8 I've assigned you to protect okay?

" _Not actually, sir. We've been ambushed."_ Coulson told him.

"Who attacked you? Is the ISO-8 okay?" Fury asked, now out of his seat.

" _We were unable to get a clear view on who attacked us, but the moment we all woke up, all of the ISO-8 have been stolen from the warehouse we were keeping them at!"_

This news shocked both Fury and Hill, "What about the Prismatic ISO-8?! The reactive types?!"

" _All gone, sir. But we did find some clues, like some burn marks on the ground, but we couldn't trace the source."_ Coulson told the director.

"Alright. Call me again when you find anything else." Fury said.

" _Understood. Coulson out."_ He then went offline.

"Osborn. It must be him." Fury said as he sits down.

"But that's impossible! Osborn was cured, we checked any traces of the OZ formula on him every day! There is no way he could've been the one to attack the warehouse!" Hill argues.

Fury puts his hands together again, "Osborn is a tricky one. I don't know how, but apparently he wasn't completely cured as we thought, and with a warehouse full of the ISO-8 in his hands, along with the new ones we found, things are about to get much worse for us." He looks at Hill, "Get your top men to find Osborn, now! We need to find him before he does something crazy!"

"Understood!" She agreed as she is about to exit the door, "Sir, should we tell Parker about this? Have some of our agents keep a close eye on him?"

"No. Parker has already gone through so much with Osborn. I don't want him to get involved in this one. Besides, I don't think Osborn will come after him, at least not yet." Fury stands up and looks through his window.

"How can you be so sure?"

"With the amount of ISO-8 Osborn has, he's planning something, something big. And when he finishes that plan, it will mean the end of us all as we know it." Fury told her. "So, where are those agents I told you to get, Hill?"

"I'm getting them, right now!" She exits the office, leaving Fury on his own.

" _Osborn. What do you plan on doing this time?"_ He thinks to himself as he looks at the calm, blue sky.

* * *

Unknown to everyone, Norman Osborn is hiding somewhere deep underwater, in a destroyed, but fully functional Helicarrier that he crashed months ago. He is in his lab, with boxes full of ISO-8 right next him. He grabs a Prismatic, Refined Reactive Chaotic ISO-8 from the box, the strongest and most dangerous ISO-8 yet. He grabs another few random ISO-8 and places them on a table next to his OZ formula. He looks at his notes of combing multiple ISO-8 and the OZ formula together. And he then smiles…

"Time…to get to work." He said as he looks ahead, with his eyes start lighting up with fire, and starts laughing maniacally.

* * *

In another world, in a room with two beds, a young girl immediately wakes up from her dream. Her older sister wakes up to see what's the matter.

"Ruby, why are you awake?" Her sister asked her.

"Just…had a bad dream, that's all Yang." Ruby told her.

"What kind of dream?" Yang asked, still a bit sleepy.

"Don't exactly know, but it involved someone laughing maniacally, like he found a way to end the world or something." Ruby told her.

"Well…it's just a dream." Yang said yawning. "I doubt someone has the power to end the world, it's not that simple. Anyways, I'm going back to bed." She starts sleeping again.

"I hope you're right." Ruby said as she goes back to bed.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hey, I'm Spider-Man. After somehow surviving a month of training with the best of the best, I'm ready to finally relax.**

 **Green Goblin:** _ **You sure about that Parker? What about your dear Aunt May that I have in my Hellcarrier?**_

 **Spider-Man: Osborn?! How are you still the Goblin, and where's Aunt May?!**

 **Green Goblin:** _ **If you want to rescue her, come and find me. I also have something else I want to show you, AHAHAHA!**_

 **Look out for Spider-Man: Battle for Remnant:**

 _ **Return of the Ultimate Goblin**_

 **Spider-Man: Great. What dimension did I come across this time?**

* * *

 **KFX here: So yes, if read this epilogue, Green Goblin will be the main villain of the Spider-Man/RWBY crossover I plan on doing soon, more specifically ULTIMATE Green Goblin, the ones with horns and fire powers. And with the amount of ISO-8 Osborn stole, expect him to PRETTY OP. I'll have more details about that story soon, so look forward to that. Anyways, this is the end of this story. This is only part one the United Heroes Series, so look forward to the sequel, Spider-Man: Battle for Remnant. It will be long, it will be action packed, and it will have people die. Let's see how Spider-Man survive this one.**


End file.
